ALABAMA POWER CO - Annual Report: 2005 (Form 10-K)

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended December 31, 2005

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)
		30 Ivan Allen Jr. Boulevard, N.W.
		Atlanta, Georgia 30308
		(404) 506-5000
1-3164		Alabama Power Company		63-0004250
		(An Alabama Corporation)
		600 North 18th Street
		Birmingham, Alabama 35291
		(205) 257-1000
1-6468		Georgia Power Company		58-0257110
		(A Georgia Corporation)
		241 Ralph McGill Boulevard, N.E.
		Atlanta, Georgia 30308
		(404) 506-6526
0-2429		Gulf Power Company		59-0276810
		(A Florida Corporation)
		One Energy Place
		Pensacola, Florida 32520
		(850) 444-6111
001-11229		Mississippi Power Company		64-0205820
		(A Mississippi Corporation)
		2992 West Beach
		Gulfport, Mississippi 39501
		(228) 864-1211
1-5072		Savannah Electric and Power Company		58-0418070
		(A Georgia Corporation)
		600 East Bay Street
		Savannah, Georgia 31401
		(912) 644-7171
333-98553		Southern Power Company		58-2598670
		(A Delaware Corporation)
		30 Ivan Allen Jr. Boulevard, N.W.
		Atlanta, Georgia 30308
		(404) 506-5000

 

 

Securities registered pursuant to Section 12(b) of the Act:¹

Each of the following classes or series of securities registered pursuant to Section 12(b) of the Act is listed on the New York Stock Exchange.

Title of each class				Registrant
Common Stock, $5 par value				The Southern Company
Mandatorily redeemable preferred securities, $25 liquidation amount
7.125% Trust Preferred Securities2
Class A preferred, cumulative, $25 stated capital				Alabama Power Company
5.20% Series		5.83% Series
5.30% Series
Senior Notes
5 5/8% Series AA
Senior Notes				Georgia Power Company
5.90% Series O		6% Series R		5.70% Series X
5.75% Series T		6% Series W
Mandatorily redeemable preferred securities, $25 liquidation amount
7 1/8% Trust Preferred Securities3
5 7/8% Trust Preferred Securities4
Senior Notes				Gulf Power Company
5.25% Series H		5.75% Series I
5.875% Series J
Mandatorily redeemable preferred securities, $25 liquidation amount
7.375% Trust Preferred Securities5

Senior Notes	Mississippi Power Company
5 5/8% Series E
Depositary preferred shares, each representing one-fourth of a share of preferred stock, cumulative, $100 par value
5.25% Series
Mandatorily redeemable preferred securities, $25 liquidation amount
7.20% Trust Originated Preferred Securities6
___________________________________
Preferred stock, non-cumulative, $25 par value                                                 Savannah Electric and Power Company
6% Series
Senior Notes
5.75% Series G

Securities registered pursuant to Section 12(g) of the Act: ⁷

Title of each class						Registrant
Preferred stock, cumulative, $100 par value						Alabama Power Company
4.20% Series		4.60% Series		4.72% Series
4.52% Series		4.64% Series		4.92% Series
Class A Preferred Stock, cumulative, $100,000 stated capital
Flexible Money Market (Series 2003A)
___________________________________
Preferred stock, cumulative, $100 stated value						Georgia Power Company
$4.60 Series (1954)8
___________________________________
Preference stock, non-cumulative, $100 par value						Gulf Power Company
6.000% Series
___________________________________
Preferred stock, cumulative, $100 par value						Mississippi Power Company
4.40% Series		4.60% Series
4.72% Series
___________________________________

     Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

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

     Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of
the Act. Yes ___No þ (Response applicable to all registrants.)

     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 þ No  o

     Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrants’ knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. þ

     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

		Large
		Accelerated		Accelerated		Non-accelerated
Registrant		Filer		Filer		Filer
The Southern Company		X
Alabama Power Company						X
Georgia Power Company						X
Gulf Power Company						X
Mississippi Power Company						X
Savannah Electric and Power Company						X
Southern Power Company						X

     Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Act). Yes o No þ (Response applicable to all registrants.)

     Aggregate market value of The Southern Company’s common stock held by non-affiliates of The Southern Company at June 30, 2005: $25.9 billion. All of the common stock of the other registrants is held by The Southern Company. A description of each registrant’s common stock follows:

		Description of	Shares Outstanding
Registrant		Common Stock	at January 31, 2006
The Southern Company		Par Value $5 Per Share			741,738,001
Alabama Power Company		Par Value $40 Per Share			9,250,000
Georgia Power Company		Without Par Value			7,761,500
Gulf Power Company		Without Par Value			992,717
Mississippi Power Company		Without Par Value			1,121,000
Savannah Electric and Power Company		Par Value $5 Per Share			10,844,635
Southern Power Company		Par Value $0.01 Per Share			1,000

     Documents incorporated by reference: specified portions of The Southern Company’s Proxy Statement relating to the 2006 Annual Meeting of Stockholders are incorporated by reference into PART III. In addition, specified portions of the Information Statements of Alabama Power Company and Mississippi Power Company relating to each of their respective 2006 Annual Meetings of Shareholders are incorporated by reference into PART III.

     Southern Power meets the conditions set forth in General Instructions I(1)(a) and (b) of Form 10-K and is therefore filing this Form 10-K with the reduced disclosure format specified in General Instructions I(2)(b) and (c) of Form 10-K.

     This combined Form 10-K 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.

Table of Contents

				Page
		PART I
Item 1		Business		I-1
		The SOUTHERN System		I-2
		Construction Programs		I-4
		Financing Programs		I-5
		Fuel Supply		I-5
		Territory Served by the Utilities		I-6
		Competition		I-9
		Regulation		I-10
		Rate Matters		I-12
		Employee Relations		I-14
Item 1A		Risk Factors		I-16
Item 1B		Unresolved Staff Comments		I-25
Item 2		Properties		I-26
Item 3		Legal Proceedings		I-29
Item 4		Submission of Matters to a Vote of Security Holders		I-30
		Executive Officers of Southern Company		I-31
		Executive Officers of Alabama Power		I-33
		Executive Officers of Mississippi Power		I-34
		PART II
Item 5		Market for Registrants’ Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		II-1
Item 6		Selected Financial Data		II-2
Item 7		Management’s Discussion and Analysis of Financial Condition and Results of Operations		II-2
Item 7A		Quantitative and Qualitative Disclosures about Market Risk		II-3
Item 8		Financial Statements and Supplementary Data		II-4
Item 9		Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		II-5
Item 9A		Controls and Procedures		II-6
Item 9B		Other Information		II-6
		PART III
Item 10		Directors and Executive Officers of the Registrants		III-1
Item 11		Executive Compensation		III-8
Item 12		Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		III-18
Item 13		Certain Relationships and Related Transactions		III-20
Item 14		Principal Accountant Fees and Services		III-22
		PART IV
Item 15		Exhibits and Financial Statement Schedules		IV-1
		Signatures		IV-2

 i

DEFINITIONS

When used in Items 1 through 5 and Items 9A through 15, the following terms will have the meanings indicated.

Term		Meaning
AEC		Alabama Electric Cooperative, Inc.
AFUDC		Allowance for Funds Used During Construction
Alabama Power		Alabama Power Company
AMEA		Alabama Municipal Electric Authority
Clean Air Act		Clean Air Act Amendments of 1990
Dalton		City of Dalton, Georgia
DOE		United States Department of Energy
Energy Act of 1992		Energy Policy Act of 1992
Energy Act of 2005		Energy Policy Act of 2005
Energy Solutions		Southern Company Energy Solutions, Inc.
EPA		United States Environmental Protection Agency
FERC		Federal Energy Regulatory Commission
FMPA		Florida Municipal Power Agency
FP&L		Florida Power & Light Company
Gas South		Gas South, LLC, an affiliate of Cobb Electric Membership Corporation
Georgia Power		Georgia Power Company
Gulf Power		Gulf Power Company
Hampton		City of Hampton, Georgia
Holding Company Act		Public Utility Holding Company Act of 1935, as amended
IBEW		International Brotherhood of Electrical Workers
IIC		Intercompany Interchange Contract
IPP		Independent power producer
IRP		Integrated Resource Plan
IRS		Internal Revenue Service
JEA		Jacksonville Electric Authority
KUA		Kissimmee Utility Authority
MEAG		Municipal Electric Authority of Georgia
Mirant		Mirant Corporation
Mississippi Power		Mississippi Power Company
Moody’s		Moody’s Investors Service
NRC		Nuclear Regulatory Commission
OPC		Oglethorpe Power Corporation
OUC		Orlando Utilities Commission
PPA		Power Purchase Agreement
Progress Energy		Florida Power Corporation, d/b/a Progress Energy Florida, Inc.
PSC		Public Service Commission
registrants		The Southern Company, Alabama Power Company, Georgia Power Company, Gulf Power Company, Mississippi Power Company, Savannah Electric and Power Company and Southern Power Company
retail operating companies		Alabama Power Company, Georgia Power Company, Gulf Power Company, Mississippi Power Company and Savannah Electric and Power Company

 ii

DEFINITIONS
(continued)

RFP		Request for Proposal
RTO		Regional Transmission Organization
RUS		Rural Utility Service (formerly Rural Electrification Administration)
S&P		Standard and Poor’s, a division of The McGraw-Hill Companies
Savannah Electric		Savannah Electric and Power Company
SCS		Southern Company Services, Inc. (the system service company)
SEC		Securities and Exchange Commission
SEGCO		Southern Electric Generating Company
SEPA		Southeastern Power Administration
SERC		Southeastern Electric Reliability Council
SMEPA		South Mississippi Electric Power Association
Southern Company		The Southern Company
Southern Company Gas		Southern Company Gas LLC
Southern Company system		Southern Company, the retail operating companies, Southern Power, SEGCO, Southern Nuclear, SCS, SouthernLINC Wireless, Southern Company Gas and other subsidiaries
Southern Holdings		Southern Company Holdings, Inc.
SouthernLINC Wireless		Southern Communications Services, Inc.
Southern Nuclear		Southern Nuclear Operating Company, Inc.
Southern Power		Southern Power Company
Southern Telecom		Southern Telecom, Inc.
TVA		Tennessee Valley Authority

 iii

CAUTIONARY STATEMENT REGARDING
FORWARD-LOOKING INFORMATION

     This Annual Report on Form 10-K contains forward-looking statements. Forward-looking statements include, among other things, statements concerning the strategic goals for Southern Company’s wholesale business, retail sales growth, storm damage cost recovery and repairs, environmental regulations and expenditures, earnings growth, dividend payout ratios, projections for postretirement benefit trust contributions, financing activities, access to sources of capital, the proposed merger of Savannah Electric and Georgia Power, impacts of the adoption of new accounting rules, 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 similar terminology. There are various factors that could cause actual results to differ materially from those suggested by the forward-looking statements; accordingly, there can be no assurance that such indicated results will be realized. These factors include:

•

the impact of recent and future federal and state regulatory change, including legislative and regulatory initiatives regarding deregulation and restructuring of the electric utility industry, implementation of the Energy Act of 2005, and also changes in environmental, tax and other laws and regulations to which Southern Company and its subsidiaries are subject, as well as changes in application of existing laws and regulations;

•

current and future litigation, regulatory investigations, proceedings or inquiries, including the pending EPA civil actions against certain Southern Company subsidiaries, FERC matters, IRS audits and Mirant matters;

•

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

•

variations in demand for electricity and gas, including those relating to weather, the general economy and population and business growth (and declines);

•

available sources and costs of fuels;

•

ability to control costs;

•

investment performance of Southern Company’s employee benefit plans;

•

advances in technology;

•

state and federal rate regulations and the impact of pending and future rate cases and negotiations, including rate cases relating to fuel cost recovery;

•

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

•

internal restructuring or other restructuring options that may be pursued;

•

potential business strategies, including acquisitions or dispositions of assets or businesses, which cannot be assured to be completed or beneficial to Southern Company or its subsidiaries;

•

the ability of counterparties of Southern Company and its subsidiaries to make payments as and when due;

•

the ability to obtain new short- and long-term contracts with neighboring utilities;

•

the direct or indirect effect on Southern Company’s business resulting from terrorist incidents and the threat of terrorist incidents;

•

interest rate fluctuations and financial market conditions and the results of financing efforts, including Southern Company’s and its subsidiaries’ credit ratings;

•

the ability of Southern Company and its subsidiaries to obtain additional generating capacity at competitive prices;

•

catastrophic events such as fires, earthquakes, explosions, floods, hurricanes or other similar occurrences;

•

the direct or indirect effects on Southern Company’s business resulting from incidents similar to the August 2003 power outage in the Northeast;

•

the effect of accounting pronouncements issued periodically by standard setting bodies; and

•

other factors discussed elsewhere herein and in other reports filed by the registrants from time to time with the SEC.

The registrants expressly disclaim any obligation to update any forward-looking statements.

 iv

PART I

Item 1. BUSINESS

Southern Company was incorporated under the laws of Delaware on November 9, 1945. Southern Company is domesticated under the laws of Georgia and is qualified to do business as a foreign corporation under the laws of Alabama. Southern Company owns all the outstanding common stock of Alabama Power, Georgia Power, Gulf Power, Mississippi Power and Savannah Electric, each of which is an operating public utility company. The retail operating companies supply electric service in the states of Alabama, Georgia, Florida and Mississippi. More particular information relating to each of the retail operating companies is as follows:

Alabama Power is a corporation organized under the laws of the State of Alabama on November 10, 1927, by the consolidation of a predecessor Alabama Power Company, Gulf Electric Company and Houston Power Company. The predecessor Alabama Power Company had had a continuous existence since its incorporation in 1906.

Georgia Power was incorporated under the laws of the State of Georgia on June 26, 1930, and admitted to do business in Alabama on September 15, 1948.

Gulf Power is a Florida corporation that has had a continuous existence since it was originally organized under the laws of the State of Maine on November 2, 1925. Gulf Power was admitted to do business in Florida on January 15, 1926, in Mississippi on October 25, 1976, and in Georgia on November 20, 1984. Gulf Power became a Florida corporation after being domesticated under the laws of the State of Florida on November 2, 2005.

Mississippi Power was incorporated under the laws of the State of Mississippi on July 12, 1972, was admitted to do business in Alabama on November 28, 1972, and effective December 21, 1972, by the merger into it of the predecessor Mississippi Power Company, succeeded to the business and properties of the latter company. The predecessor Mississippi Power Company was incorporated under the laws of the State of Maine on November 24, 1924, and was admitted to do business in Mississippi on December 23, 1924, and in Alabama on December 7, 1962.

Savannah Electric is a corporation existing under the laws of the State of Georgia; its charter was granted by the Secretary of State on August 5, 1921. On December 13, 2005, Georgia Power and Savannah Electric entered into a merger agreement, under which Savannah Electric will merge with and into Georgia Power, with Georgia Power as the surviving corporation in the merger. Following the merger, Southern Company will continue to own all of the outstanding common stock of Georgia Power. The merger must be approved by the shareholders of Savannah Electric and the sole shareholder of Georgia Power, and is subject to receipt of related regulatory approvals of the FERC, Georgia PSC and Federal Communications Commission. Assuming the timely receipt of all required approvals, Georgia Power and Savannah Electric expect to complete the merger by July 2006. See Note 3 to the financial statements of Southern Company under “Merger of Georgia Power and Savannah Electric” and Note 3 to the financial statements of Georgia Power and Savannah Electric under “Retail Regulatory Matters — Merger” in Item 8 herein for additional information.

     In addition, Southern Company owns all of the common stock of Southern Power, which is also an operating public utility company. Southern Power constructs, owns and manages Southern Company’s competitive generation assets and sells electricity at market-based rates in the wholesale market. Southern Power is a corporation organized under the laws of Delaware on January 8, 2001 and was admitted to do business in Alabama, Florida and Georgia on January 10, 2001 and in Mississippi on January 30, 2001.

     Southern Company also owns all the outstanding common stock or membership interests of SouthernLINC Wireless, Southern Company Gas, Southern Nuclear, SCS, Southern Telecom, Southern Holdings and other direct and indirect subsidiaries. SouthernLINC Wireless provides digital wireless communications services to the retail operating companies and also markets these services to the public within the Southeast. Southern Company Gas, which began operation in August 2002, was a competitive retail natural gas marketer which served communities in Georgia until January 4, 2006 when it sold substantially all of its assets to Gas South (see “The SOUTHERN System – Other

Business” herein for additional information). Southern Nuclear provides services to Alabama Power’s and Georgia Power’s nuclear plants. SCS is the system service company providing, at cost, specialized services to Southern Company and its subsidiary companies. Southern Telecom provides wholesale fiber optic solutions to telecommunication providers in the Southeastern United States. Southern Holdings is an intermediate holding subsidiary for Southern Company’s investments in synthetic fuels and leveraged leases and various other energy-related businesses.

     Alabama Power and Georgia Power each own 50% of the outstanding common stock of SEGCO. SEGCO is an operating public utility company that owns electric generating units with an aggregate capacity of 1,019,680 kilowatts at Plant Gaston on the Coosa River near Wilsonville, Alabama. Alabama Power and Georgia Power are each entitled to one-half of SEGCO’s capacity and energy. Alabama Power acts as SEGCO’s agent in the operation of SEGCO’s units and furnishes coal to SEGCO as fuel for its units. SEGCO also owns three 230,000 volt transmission lines extending from Plant Gaston to the Georgia state line at which point connection is made with the Georgia Power transmission line system.

     See Note 10 to the financial statements of Southern Company in Item 8 herein for additional information regarding Southern Company’s segment and related information.

     The registrants’ Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and all amendments to those reports are made available on Southern Company’s website, free of charge, as soon as reasonably practicable after such material is electronically filed with or furnished to the SEC. Southern Company’s internet address is http://www.southerncompany.com.

The SOUTHERN System

Retail Operating Companies

The transmission facilities of each of the retail operating companies are connected to the respective company’s own generating plants and other sources of power and are interconnected with the transmission facilities of the other retail operating companies and SEGCO by means of heavy-duty high voltage lines. For information on Georgia Power’s integrated transmission system, see “Territory Served by the Utilities” herein for additional information.

     Operating contracts covering arrangements in effect with principal neighboring utility systems provide for capacity exchanges, capacity purchases and sales, transfers of economy energy and other similar transactions. Additionally, the retail operating companies have entered into voluntary reliability agreements with the subsidiaries of Entergy Corporation, Florida Electric Power Coordinating Group and TVA and with Progress Energy Carolinas, Duke Energy Corporation, South Carolina Electric & Gas Company and Virginia Electric and Power Company, each of which provides for the establishment and periodic review of principles and procedures for planning and operation of generation and transmission facilities, maintenance schedules, load retention programs, emergency operations and other matters affecting the reliability of bulk power supply. The retail operating companies have joined with other utilities in the Southeast (including those referred to above) to form the SERC to augment further the reliability and adequacy of bulk power supply. Through the SERC, the retail operating companies are represented on the National Electric Reliability Council.

     The IIC provides for coordinating operations of the power producing facilities of the retail operating companies and Southern Power and the capacities available to such companies from non-affiliated sources and for the pooling of surplus energy available for interchange. Coordinated operation of the entire interconnected system is conducted through a central power supply coordination office maintained by SCS. The available sources of energy are allocated to the retail operating companies and Southern Power to provide the most economical sources of power consistent with reliable operation. The resulting benefits and savings are apportioned among each of the companies. See MANAGEMENT’S DISCUSSION AND ANALYSIS — FUTURE EARNINGS POTENTIAL — “FERC Matters — Intercompany Interchange Contract” of each of the registrants in Item 7 herein, Note 3 to the financial statements of Southern Company and each of the retail operating companies and Note 2 to the financial statements of Southern Power, all under “FERC Matters — Intercompany Interchange

Contract” in Item 8 herein for information on the FERC proceeding related to the IIC.

     SCS has contracted with Southern Company, each retail operating company, Southern Power, Southern Nuclear, SEGCO and other subsidiaries to furnish, at direct or allocated cost and upon request, the following services: general and design engineering, purchasing, accounting and statistical analysis, finance and treasury, tax, information resources, marketing, auditing, insurance and pension administration, human resources, systems and procedures and other services with respect to business and operations and power pool transactions. Southern Power, Southern Company Gas, SouthernLINC Wireless and Southern Telecom have also secured from the retail operating companies certain services which are furnished at cost.

     Southern Nuclear has contracts with Alabama Power to operate Plant Farley and with Georgia Power to operate Plants Hatch and Vogtle. See “Regulation — Atomic Energy Act of 1954” herein for additional information.

Southern Power

Southern Power is an electric wholesale generation subsidiary with market-based rate authority from the FERC. Southern Power constructs, owns and manages generating facilities and sells the output under long-term, fixed-price capacity contracts both to unaffiliated wholesale purchasers as well as to the retail operating companies (under PPAs approved by the respective state PSCs). Southern Power’s business activities are not subject to traditional state regulation of utilities but are subject to regulation by the FERC. Southern Power has attempted to insulate itself from significant fuel supply, fuel transportation and electric transmission risks by making such risks the responsibility of the counterparties to the PPAs. However, Southern Power’s overall profit will depend on the parameters of the wholesale market and its efficient operation of its wholesale generating assets. At December 31, 2005, Southern Power had 5,403 megawatts of generating capacity in commercial operation.

Other Business

On January 4, 2006, Southern Company Gas completed the sale of substantially all of its assets, including natural gas inventory, accounts receivable and customer list to Gas South. See Note 3 to the financial statements of Southern Company under “Southern Company Gas Sale” in Item 8 herein for additional information.

     Southern Holdings is an intermediate holding subsidiary for Southern Company’s investments in synthetic fuels and leveraged leases and various other energy-related businesses.

     SouthernLINC Wireless serves Southern Company’s retail operating companies and marketing its services to non-affiliates within the Southeast. SouthernLINC Wireless bundles multiple communication options into one phone including InstantLINC^SM Mobile to Mobile, cellular service, text messaging, wireless internet access and wireless data. Its system covers approximately 128,000 square miles in the Southeast.

     These continuing efforts to invest in and develop new business opportunities offer potential returns exceeding those of rate-regulated operations. However, these activities also involve a higher degree of risk.

Construction Programs

The subsidiary companies of Southern Company are engaged in continuous construction programs to accommodate existing and estimated future loads on their respective systems. For estimated construction and environmental expenditures for the periods 2006 through 2008, see Note 7 to the financial statements of Southern Company, Alabama Power, Georgia Power, Gulf Power, Mississippi Power and Savannah Electric and Note 6 to the financial statements of Southern Power all under “Construction Program” in Item 8 herein.

     Estimated construction costs in 2006 are expected to be apportioned approximately as follows: (in millions)

		Southern
		Company				Alabama				Georgia				Gulf				Mississippi				Savannah				Southern
		System*				Power				Power				Power				Power				Electric				Power
New generation		$	127			$	—			$	—			$	—			$	—			$	—			$	127
Other generating facilities, including associated plant substations			1,110				458				533				72				23				9				15
New business			356				143				156				26				20				11				—
Transmission			450				104				296				15				24				11				—
Joint line and substation			5				—				—				5				—				—				—
Distribution			284				127				97				15				33				12				—
Nuclear fuel			153				58				95				—				—				—				—
General plant			288				61				74				30				26				2				20
		$	2,773			$	951			$	1,251			$	163			$	126			$	45			$	162

     The construction programs are subject to periodic review and revision, and actual construction costs may vary from the above estimates because of changes in such factors as: business conditions; environmental regulations; nuclear plant regulations; FERC rules and transmission regulations; load projections; the cost and efficiency of construction labor, equipment and materials; and cost of capital. In addition, there can be no assurance that costs related to capital expenditures will be fully recovered.

     Under Georgia law, Georgia Power and Savannah Electric each are required to file an IRP for approval by the Georgia PSC. Under the plan rules, the Georgia PSC must pre-certify the construction of new power plants and new PPAs. See “Rate Matters — Integrated Resource Planning” herein for additional information.

     See “Regulation — Environmental Statutes and Regulations” herein for additional information with respect to certain existing and proposed environmental requirements and PROPERTIES - “Jointly-Owned Facilities” in Item 2 herein for additional information concerning Alabama Power’s, Georgia Power’s and Southern Power’s joint ownership of certain generating units and related facilities with certain non-affiliated utilities.

Financing Programs

See each of the registrant’s MANAGEMENT’S DISCUSSION AND ANALYSIS — FINANCIAL CONDITION AND LIQUIDITY in Item 7 herein, Note 6 to the financial statements of Southern Company, Alabama Power, Georgia Power, Gulf Power, Mississippi Power and Savannah Electric and Note 5 to the financial statements of Southern Power in Item 8 herein for information concerning financing programs.

Fuel Supply

The retail operating companies’ and SEGCO’s supply of electricity is derived predominantly from coal. Southern Power’s supply of electricity is primarily fueled by natural gas. The sources of generation for the years 2003 through 2005 are shown below:

		Coal				Nuclear				Hydro				Gas				Oil
		%				%				%				%				%
Alabama Power
2003			64				19				8				9				*
2004			65				19				6				10				*
2005			67				19				6				8				*
Georgia Power
2003			75				22				3				*				*
2004			76				22				2				*				*
2005			75				19				2				3				1
Gulf Power
2003			87				**				**				13				*
2004			84				**				**				16				*
2005			86				**				**				14				*
Mississippi Power
2003			74				**				**				26				*
2004			69				**				**				31				*
2005			70				**				**				30				*
Savannah Electric
2003			94				**				**				4				2
2004			96				**				**				3				1
2005			79				**				**				20				1
SEGCO
2003			100				**				**				*				*
2004			100				**				**				*				*
2005			100				**				**				*				*
Southern Power
2003			**				**				**				99				1
2004			**				**				**				100				*
2005			**				**				**				100				*
Southern Company system — weighted average
2003			71				16				4				9				*
2004			69				16				3				12				*
2005			71				15				3				11				*

     For the retail operating companies and SEGCO, the average costs of fuel in cents per net kilowatt-hour generated for 2003 through 2005 are shown below:

		2003				2004				2005
Alabama Power			1.54				1.69				2.02
Georgia Power			1.46				1.55				2.04
Gulf Power			2.11				2.32				2.77
Mississippi Power			1.96				2.50				3.11
Savannah Electric			2.40				2.62				4.15
SEGCO			1.54				1.60				1.69
Southern Company system — weighted average			1.67				1.89				2.39

     The retail operating companies have long-term agreements in place from which they expect to receive approximately 84% of their coal burn requirements in 2006. These agreements cover remaining terms up to 8 years. In 2005, the weighted average sulfur content of all coal burned by the retail operating companies was 0.8% sulfur. This sulfur level, along with banked and purchased sulfur dioxide allowances, allowed the retail operating companies to remain within limits set by the Phase II acid rain requirements of the Clean Air Act. In 2005, Southern Company purchased approximately $121 million in sulfur dioxide and nitrogen oxide emission allowances. As additional environmental regulations are proposed that impact the utilization of coal, the retail operating companies’ fuel mix will be monitored to ensure that the retail operating companies remain in compliance with applicable laws and regulations. Additionally, Southern Company and the retail operating companies will continue to evaluate the need to purchase additional emission allowances and the timing of capital expenditures for emission control equipment. See MANAGEMENT’S DISCUSSION AND ANALYSIS — FUTURE EARNINGS POTENTIAL — “Environmental Matters — Environmental Statutes and Regulations” of Southern Company and each of the retail operating companies in Item 7 herein for information on the Clean Air Act.

     The Southern Company system has long-term agreements in place for its natural gas burn requirements.

For 2006, the Southern Company system has contracted for 130 billion cubic feet of natural gas supply. These agreements cover remaining terms up to 13 years. In addition to gas supply, the Southern Company system has contracts in place for both firm gas transportation and storage. Management believes that these contracts provide sufficient natural gas supplies, transportation and storage to ensure normal operations of the Southern Company system’s natural gas generating units.

     Changes in fuel prices to the retail operating companies are generally reflected in fuel adjustment clauses contained in rate schedules. See “Rate Matters — Rate Structure” herein for additional information.

     Alabama Power and Georgia Power have numerous contracts covering a portion of their nuclear fuel needs for uranium, conversion services, enrichment services and fuel fabrication. These contracts have varying expiration dates and most are short to medium term (less than 10 years). Management believes that sufficient capacity for nuclear fuel supplies and processing exists to preclude the impairment of normal operations of the Southern Company system’s nuclear generating units.

     Alabama Power and Georgia Power have contracts with the DOE that provide for the permanent disposal of spent nuclear fuel. The DOE failed to begin disposing of spent fuel in 1998, as required by the contracts, and Alabama Power and Georgia Power are pursuing legal remedies against the government for breach of contract. Sufficient pool storage capacity is available at Plant Farley to maintain full-core discharge capability until the refueling outages scheduled for 2006 and 2008 for units 1 and 2, respectively. Construction of an on-site dry storage facility at Plant Farley was completed in 2005 and is expected to provide adequate spent fuel storage through 2015 for both units. The facility can be expanded to provide storage through 2025. Sufficient pool storage capacity for spent fuel is available at Plant Vogtle to maintain full-core discharge capability for both units into 2015. Construction of an on-site dry storage facility at Plant Vogtle is scheduled to begin in sufficient time to maintain pool full-core discharge capability. At Plant Hatch, an on-site dry storage facility is operational and can be expanded to accommodate spent fuel through the life of the plant.

     The Energy Act of 1992 established a Uranium Enrichment Decontamination and Decommissioning Fund, which is funded in part by a special assessment on utilities with nuclear plants, including Alabama Power and Georgia Power. This assessment is being paid over a 15-year period ending in 2006. This fund will be used by the DOE for the decontamination and decommissioning of its nuclear fuel enrichment facilities. The law provides that utilities will recover these payments in the same manner as any other fuel expense. See Note 1 to the financial statements of Southern Company, Alabama Power and Georgia Power under “Nuclear Fuel Disposal Costs” in Item 8 herein for additional information.

Territory Served by the Utilities

The territory in which the retail operating companies provide electric service comprises most of the states of Alabama and Georgia together with the northwestern portion of Florida and southeastern Mississippi. In this territory there are non-affiliated electric distribution systems which obtain some or all of their power requirements either directly or indirectly from the retail operating companies. The territory has an area of approximately 120,000 square miles and an estimated population of approximately 11 million.

     Alabama Power is engaged, within the State of Alabama, in the generation and purchase of electricity and the distribution and sale of such electricity at retail in over 1,000 communities (including Anniston, Birmingham, Gadsden, Mobile, Montgomery and Tuscaloosa) and at wholesale to 15 municipally-owned electric distribution systems, 11 of which are served indirectly through sales to AMEA, and two rural distributing cooperative associations. Alabama Power also supplies steam service in downtown Birmingham. Alabama Power owns coal reserves near its Gorgas Steam Electric Generating Plant and uses the output of coal from the reserves in its generating plants. Alabama Power also sells, and cooperates with dealers in promoting the sale of, electric appliances.

     Georgia Power is engaged in the generation and purchase of electricity and the transmission, distribution and sale of such electricity within the State of Georgia at retail in over 600 communities, as well as in rural areas, and at wholesale currently to OPC, MEAG, Dalton and Hampton. See Note 3 to the financial statements of Southern Company under “Merger of Georgia Power and Savannah Electric” and Note 3 to the financial statements of Georgia Power and Savannah Electric under “Merger” in Item 8 herein for information on the planned merger of Savannah Electric with and into Georgia Power.

     Gulf Power is engaged, within the northwestern portion of Florida, in the generation and purchase of electricity and the distribution and sale of such electricity at retail in 71 communities (including Pensacola, Panama City and Fort Walton Beach), as well as in rural areas, and at wholesale to a non-affiliated utility and a municipality.

     Mississippi Power is engaged in the generation and purchase of electricity and the distribution and sale of such energy within the 23 counties of southeastern Mississippi, at retail in 123 communities (including Biloxi, Gulfport, Hattiesburg, Laurel, Meridian and Pascagoula), as well as in rural areas, and at wholesale to one municipality, six rural electric distribution cooperative associations and one generating and transmitting cooperative.

     Savannah Electric is engaged, within a five-county area in eastern Georgia, in the generation and purchase of electricity and the distribution and sale of such electricity at retail. See Note 3 to the financial statements of Southern Company under “Merger of Georgia Power and Savannah Electric” and Note 3 to the financial statements of Georgia Power and Savannah Electric under “Merger” in Item 8 herein for information on the planned merger of Savannah Electric with and into Georgia Power.

     For information relating to kilowatt-hour sales by classification for the retail operating companies, see MANAGEMENT’S DISCUSSION AND ANALYSIS — RESULTS OF OPERATIONS of each of the retail operating companies in Item 7 herein. Also, for information relating to the sources of revenues for the Southern Company system, each of the retail operating companies and Southern Power, reference is made to Item 6 herein.

     A portion of the area served by the retail operating companies adjoins the area served by TVA and its municipal and cooperative distributors. An Act of Congress limits the distribution of TVA power, unless otherwise authorized by Congress, to specified areas or customers which generally were those served on July 1, 1957.

     The RUS has authority to make loans to cooperative associations or corporations to enable them to provide electric service to customers in rural sections of the country. There are 71 electric cooperative organizations operating in the territory in which the retail operating companies provide electric service at retail or wholesale.

     One of these organizations, AEC, is a generating and transmitting cooperative selling power to several distributing cooperatives, municipal systems and other customers in south Alabama and northwest Florida. AEC owns generating units with approximately 1,776 megawatts of nameplate capacity, including an undivided 8.16% ownership interest in Alabama Power’s Plant Miller Units 1 and 2. AEC’s facilities were financed with RUS loans secured by long-term contracts requiring distributing cooperatives to take their requirements from AEC to the extent such energy is available.

     Four electric cooperative associations, financed by the RUS, operate within Gulf Power’s service area. These cooperatives purchase their full requirements from AEC and SEPA (a federal power marketing agency). A non-affiliated utility also operates within Gulf Power’s service area and purchases its full requirements from Gulf Power.

     Alabama Power and Gulf Power have entered into separate agreements with AEC involving interconnection between their respective systems. The delivery of capacity and energy from AEC to certain distributing cooperatives in the service areas of Alabama Power and Gulf Power is governed by the Southern Company/AEC Network Transmission Service Agreement. The rates for this service to AEC are on file with the FERC. See PROPERTIES — “Jointly-Owned Facilities” in Item 2 herein for details of Alabama Power’s joint-ownership with AEC of a portion of Plant Miller.

     Mississippi Power has an interchange agreement with SMEPA, a generating and transmitting cooperative, pursuant to which various services are provided, including the furnishing of protective capacity by Mississippi Power to SMEPA.

     There are 43 electric cooperative organizations operating in, or in areas adjoining, territory in the State of Georgia in which Georgia Power provides electric service at retail or wholesale. Three of these organizations obtain their power from TVA, one from Southern Power under a 15-year agreement which began in January 2005 and one from other sources. OPC has a wholesale power contract with the remaining 38 of these cooperative organizations. OPC and these cooperative organizations utilize self-owned generation, some of

which is acquired and jointly-owned with Georgia Power, megawatt capacity purchases from Georgia Power under power supply agreements and other arrangements to meet their power supply obligations. Georgia Power, OPC and Georgia Systems Operations Corporation entered into a new control area compact agreement effective March 1, 2005 which replaced previous coordination service agreements.

     Pursuant to an agreement entered into in April 1999, OPC will purchase 250 megawatts of capacity from Georgia Power through March 2006. In April 2006, AEC will begin purchasing such capacity for a 10-year term. In January 2005, 29 electric cooperative organizations served by OPC and one served by Southern Power began purchasing a total of 700 megawatts of capacity from Georgia Power under individual contracts for 10-year terms. Also, in January 2005, the electric cooperative served by Southern Power began purchasing 25 megawatts of peaking capacity from Georgia Power under a 10-year contract. This electric cooperative will purchase 50 megawatts of coal-fired capacity from Georgia Power beginning April 1, 2006 and ending December 31, 2014 and another 75 megawatts of coal-fired capacity from Georgia Power beginning June 1, 2010 and ending December 31, 2019. See PROPERTIES — “Jointly-Owned Facilities” in Item 2 herein for additional information.

     There are 65 municipally-owned electric distribution systems operating in the territory in which the retail operating companies provide electric service at retail or wholesale.

     AMEA was organized under an act of the Alabama legislature and is comprised of 11 municipalities. In October 1991, Alabama Power entered into a power sales contract with AMEA entitling AMEA to scheduled amounts of additional capacity (up to a maximum 80 megawatts) for a period of 15 years. Under the terms of the contract, Alabama Power received payments from AMEA representing the net present value of the revenues associated with the respective capacity entitlements. This contract expired on December 31, 2005. See Note 6 to the financial statements of Alabama Power under “First Mortgage Bonds” in Item 8 herein for further information on this contract.

     In December 2001, Alabama Power entered into a power sales agreement with AMEA which began on January 1, 2006. Under this contract, AMEA supplies 70 to 95 megawatts of power from its combustion turbine plant and Alabama Power serves the remainder of its member needs through 2010. Beginning in 2011, the amount of power supplied to AMEA by Alabama Power is fixed at 2010 levels and AMEA has the option to seek other suppliers for its incremental growth needs through 2015, at which time the contract terminates.

     Forty-eight municipally-owned electric distribution systems and one county-owned system receive their requirements through MEAG, which was established by a Georgia state statute in 1975. MEAG serves these requirements from self-owned generation facilities, some of which are acquired and jointly-owned with Georgia Power, power purchased from Georgia Power and purchases from other resources. In 1997, a pseudo scheduling and services agreement was implemented between Georgia Power and MEAG. Since 1977, Dalton has filled its requirements from self-owned generation facilities, some of which are acquired and jointly-owned with Georgia Power, and through purchases from Georgia Power pursuant to their partial requirements tariff. Beginning January 1, 2003, Dalton entered into a power supply agreement with Georgia Power and Southern Power pursuant to which it will purchase 134 megawatts from Georgia Power and the balance of its requirements, net of self-owned generation, from Southern Power for a 15-year term. In addition, Georgia Power serves the full requirements of Hampton’s electric distribution system under a market-based contract. See PROPERTIES — “Jointly-Owned Facilities” in Item 2 herein for additional information.

     Georgia Power has entered into substantially similar agreements with Georgia Transmission Corporation (formerly OPC’s transmission division), MEAG and Dalton providing for the establishment of an integrated transmission system to carry the power and energy of each. The agreements require an investment by each party in the integrated transmission system in proportion to its respective share of the aggregate system load. See PROPERTIES — “Jointly-Owned Facilities” in Item 2 herein for additional information.

     See MANAGEMENT’S DISCUSSION AND ANALYSIS — FUTURE EARNINGS POTENTIAL — “Power Sales Agreements” of Southern Power in Item 7 herein for information concerning its PPAs.

     SCS, acting on behalf of the retail operating companies, also has a contract with SEPA providing for the use of those companies’ facilities at government expense to deliver to certain cooperatives and municipalities, entitled by federal statute to preference in the purchase of power from SEPA, quantities of power equivalent to the amounts of power allocated to them by SEPA from certain United States government hydroelectric projects.

     The retail service rights of all electric suppliers in the State of Georgia are regulated by the 1973 State Territorial Electric Service Act. Pursuant to the provisions of this Act, all areas within existing municipal limits were assigned to the primary electric supplier therein (451 municipalities, including Atlanta, Columbus, Macon, Augusta, Athens, Rome and Valdosta, to Georgia Power; 115 to electric cooperatives; and 50 to publicly-owned systems). Areas outside of such municipal limits were either to be assigned or to be declared open for customer choice of supplier by action of the Georgia PSC pursuant to standards set forth in this Act. Consistent with such standards, the Georgia PSC has assigned substantially all of the land area in the state to a supplier. Notwithstanding such assignments, this Act provides that any new customer locating outside of 1973 municipal limits and having a connected load of at least 900 kilowatts may receive electric service from the supplier of its choice. See “Competition” herein for additional information.

     Under and subject to the provisions of its franchises and concessions and the 1973 State Territorial Electric Service Act, Savannah Electric has the full but nonexclusive right to serve the City of Savannah, the Towns of Bloomingdale, Pooler, Garden City, Guyton, Newington, Oliver, Port Wentworth, Rincon, Tybee Island, Springfield, Thunderbolt and Vernonburg, and in conjunction with a secondary supplier, the Town of Richmond Hill. In addition, Savannah Electric has been assigned certain unincorporated areas in Chatham, Effingham, Bryan, Bulloch and Screven Counties by the Georgia PSC. See “Competition” herein for additional information. In connection with the proposed merger with Savannah Electric, Georgia Power has filed an application with the Georgia PSC for approval of the transfer of Savannah Electric’s service territory to Georgia Power at the effective time of merger.

     Pursuant to the 1956 Utility Act, the Mississippi PSC issued “Grandfather Certificates” of public convenience and necessity to Mississippi Power and to six distribution rural cooperatives operating in southeastern Mississippi, then served in whole or in part by Mississippi Power, authorizing them to distribute electricity in certain specified geographically described areas of the state. The six cooperatives serve approximately 375,000 retail customers in a certificated area of approximately 10,300 square miles. In areas included in a “Grandfather Certificate,” the utility holding such certificate may, without further certification, extend its lines up to five miles; other extensions within that area by such utility, or by other utilities, may not be made except upon a showing of, and a grant of a certificate of, public convenience and necessity. Areas included in such a certificate which are subsequently annexed to municipalities may continue to be served by the holder of the certificate, irrespective of whether it has a franchise in the annexing municipality. On the other hand, the holder of the municipal franchise may not extend service into such newly annexed area without authorization by the Mississippi PSC.

Competition

The electric utility industry in the United States is continuing to evolve as a result of regulatory and competitive factors. Among the early primary agents of change was the Energy Act of 1992. The Energy Act of 1992 allowed IPPs to access a utility’s transmission network in order to sell electricity to other utilities.

     Alabama Power currently has cogeneration contracts in effect with 11 industrial customers. Under the terms of these contracts, Alabama Power purchases excess generation of such companies. During 2005, Alabama Power purchased approximately 137 million kilowatt-hours from such companies at a cost of $5.7 million.

     Georgia Power currently has contracts in effect with 10 small power producers whereby Georgia Power purchases their excess generation. During 2005, Georgia Power purchased 22 million kilowatt-hours from such companies at a cost of $0.9 million. Georgia Power has PPAs for electricity with two cogeneration facilities. Payments are subject to reductions for failure to meet minimum capacity output. During 2005, Georgia Power purchased 238 million kilowatt-hours at a cost of $68 million from these facilities.

     Gulf Power currently has agreements in effect with various industrial, commercial and qualifying facilities pursuant to which Gulf Power

purchases “as available” energy from customer-owned generation. During 2005, Gulf Power purchased 17 million kilowatt-hours from such companies for approximately $0.9 million.

     Mississippi Power currently has a cogeneration agreement in effect with one of its industrial customers. Under the terms of this contract, Mississippi Power purchases any excess generation. During 2005, Mississippi Power purchased approximately 39 million kilowatt-hours of excess generation at a cost of approximately $1 million.

     During 2005, Savannah Electric purchased energy from seven customer-owned generating facilities. Six of the seven customers provide only energy to Savannah Electric. These six customers make no capacity commitment and are not dispatched by Savannah Electric. Savannah Electric does have a contract with the remaining customer for eight megawatts of dispatchable capacity and energy. During 2005, Savannah Electric purchased a total of 62.3 million kilowatt-hours from the seven suppliers at a cost of approximately $3.3 million.

     The competition for retail energy sales among competing suppliers of energy is influenced by various factors, including price, availability, technological advancements and reliability. These factors are, in turn, affected by, among other influences, regulatory, political and environmental considerations, taxation and supply.

     Generally, the retail operating companies have experienced, and expect to continue to experience, competition in their respective retail service territories in varying degrees as the result of self-generation (as described above) and fuel switching by customers and other factors. See also “Territory Served by the Utilities” herein for additional information concerning suppliers of electricity operating within or near the areas served at retail by the retail operating companies.

Regulation

State Commissions

The retail operating companies are subject to the jurisdiction of their respective state PSCs, which have broad powers of supervision and regulation over public utilities operating in the respective states, including their rates, service regulations, sales of securities (except for the Mississippi PSC) and, in the cases of the Georgia PSC and the Mississippi PSC, in part, retail service territories. See “Territory Served by the Utilities” and “Rate Matters” herein for additional information.

Federal Power Act

In July 2005, the U.S. Congress passed the Energy Act of 2005 which repealed the Holding Company Act effective February 8, 2006. The retail operating companies, Southern Power and its generation subsidiaries and SEGCO are all public utilities engaged in wholesale sales of energy in interstate commerce and therefore remain subject to the rate, financial and accounting jurisdiction of the FERC under the Federal Power Act. Certain financing approvals which would have been obtained from the SEC under the repealed Holding Company Act now must be obtained from the FERC. In implementing repeal of the Holding Company Act, the FERC sought to minimize unnecessary administrative burdens and decided to retain an “at cost standard” for services rendered by system service companies such as SCS, to permit certain existing financing authorizations to remain effective without further action by the FERC and to reduce reporting requirements. In addition to its repeal of the Holding Company Act, the Energy Act of 2005 authorized the FERC to establish regional reliability organizations authorized to enforce reliability standards, established a process for the FERC to address impediments to the construction of transmission and established clear responsibility for the FERC to prohibit manipulative energy trading practices.

     Alabama Power and Georgia Power are also subject to the provisions of the Federal Power Act or the earlier Federal Water Power Act applicable to licensees with respect to their hydroelectric developments. Among the hydroelectric projects subject to licensing by the FERC are 14 existing Alabama Power generating stations having an aggregate installed capacity of 1,662,400 kilowatts and 18 existing Georgia Power

generating stations having an aggregate installed capacity of 1,074,696 kilowatts.

     In December 2004, the FERC issued a new 30-year license for the Middle Chattahoochee Project. This project consists of the Goat Rock, Oliver and North Highlands facilities. In 2003, Georgia Power started the relicensing process for the Morgan Falls project and is currently working on completing field studies for the facility. The license for the Morgan Falls project expires in 2009. In July 2005, Alabama Power filed two applications with the FERC for a new 50-year license for its seven hydroelectric developments on the Coosa River (Weiss, Henry, Logan Martin, Lay, Mitchell, Jordan and Bouldin) and a new 50-year license for the Lewis Smith and Bankhead developments on the Warrior River. The FERC licenses for all of these nine developments expire in 2007. In 2006, Alabama Power will initiate the process of developing a relicensing application for the Martin hydroelectric project located on the Tallapoosa River. The current Martin license will expire in 2013 and the application for a new license will have to be submitted to the FERC in 2011. See MANAGEMENT’S DISCUSSION AND ANALYSIS — FUTURE EARNINGS POTENTIAL — “FERC Matters — Hydro Relicensing” of Alabama Power in Item 7 herein for additional information.

     Georgia Power and OPC also have a license, expiring in 2027, for the Rocky Mountain Plant, a pure pumped storage facility of 847,800 kilowatt capacity. See PROPERTIES — “Jointly-Owned Facilities” in Item 2 herein for additional information.

     Licenses for all projects, excluding those discussed above, expire in the period 2013-2033 in the case of Alabama Power’s projects and in the period 2014-2039 in the case of Georgia Power’s projects.

     Upon or after the expiration of each license, the United States Government, by act of Congress, may take over the project or the FERC may relicense the project either to the original licensee or to a new licensee. In the event of takeover or relicensing to another, the original licensee is to be compensated in accordance with the provisions of the Federal Power Act, such compensation to reflect the net investment of the licensee in the project, not in excess of the fair value of the property taken, plus reasonable damages to other property of the licensee resulting from the severance therefrom of the property taken.

Atomic Energy Act of 1954

Alabama Power, Georgia Power and Southern Nuclear are subject to the provisions of the Atomic Energy Act of 1954, as amended, which vests jurisdiction in the NRC over the construction and operation of nuclear reactors, particularly with regard to certain public health and safety and antitrust matters. The National Environmental Policy Act has been construed to expand the jurisdiction of the NRC to consider the environmental impact of a facility licensed under the Atomic Energy Act of 1954, as amended.

     The NRC operating licenses for Plant Vogtle units 1 and 2 currently expire in January 2027 and February 2029, respectively. In January 2002, the NRC granted Georgia Power a 20-year extension of the licenses for both units at Plant Hatch which permits the operation of the unit 1 and 2 until 2034 and 2038, respectively. Similarly, in May 2005 the NRC granted Alabama Power a 20-year extension of the licenses for both units at Plant Farley which permits operation of units 1 and 2 until 2037 and 2041, respectively.

     See Notes 1 and 9 to the financial statements of Southern Company, Alabama Power and Georgia Power in Item 8 herein for information on nuclear decommissioning costs and nuclear insurance.

FERC Matters

See MANAGEMENT’S DISCUSSION AND ANALYSIS — FUTURE EARNINGS POTENTIAL — “FERC Matters” of each of the registrants in Item 7 herein for information on matters regarding the FERC.

Environmental Statutes and Regulations

Southern Company’s operations are subject to extensive regulation by state and federal environmental agencies under a variety of statutes and regulations governing environmental media, including air, water and land resources. Compliance with these environmental requirements involves significant costs, a major portion of which is expected to be recovered through existing ratemaking provisions. There is no assurance, however, that all such costs will, in fact, be recovered.

     Compliance with the federal Clean Air Act and resulting regulations has been, and will continue to be, a significant focus for Southern Company, each retail operating company and SEGCO. See MANAGEMENT’S DISCUSSION AND ANALYSIS — FUTURE EARNINGS POTENTIAL — “Environmental Matters” of Southern Company and each of the retail operating companies in Item 7 herein for additional information about the Clean Air Act and other environmental issues, including the litigation brought by the EPA under the New Source Review provisions of the Clean Air Act.

     Additionally, each retail operating company and SEGCO has incurred costs for environmental remediation of various sites. See MANAGEMENT’S DISCUSSION AND ANALYSIS — FUTURE EARNINGS POTENTIAL — “Environmental Matters — Environmental Statutes and Regulation — Environmental Remediation” of Southern Company and each of the retail operating companies in Item 7 herein for information regarding environmental remediation efforts. Also, see Note 3 to the financial statements of Southern Company, Georgia Power and Mississippi Power under “Environmental Matters — Environmental Remediation” and Note 3 to the financial statements of Gulf Power under “Retail Regulatory Matters — Environmental Remediation” in Item 8 herein for information regarding the identification of sites that may require environmental remediation.

     The retail operating companies, Southern Power and SEGCO are unable to predict at this time what additional steps they may be required to take as a result of the implementation of existing or future quality control requirements for air, water and hazardous or toxic materials, but such steps could adversely affect system operations and result in substantial additional costs.

     The outcome of the matters mentioned above under “Regulation” cannot now be determined, except that these developments may result in delays in obtaining appropriate licenses for generating facilities, increased construction and operating costs or reduced generation, the nature and extent of which, while not determinable at this time, could be substantial.

Rate Matters

Rate Structure

The rates and service regulations of the retail operating companies are uniform for each class of service throughout their respective service areas. Rates for residential electric service are generally of the block type based upon kilowatt-hours used and include minimum charges.

     Residential and other rates contain separate customer charges. Rates for commercial service are presently of the block type and, for large customers, the billing demand is generally used to determine capacity and minimum bill charges. These large customers’ rates are generally based upon usage by the customer and include rates with special features to encourage off-peak usage. Additionally, the retail operating companies are allowed by their respective state PSCs to negotiate the terms and cost of service to large customers. Such terms and cost of service, however, are subject to final state PSC approval. Alabama Power, Georgia Power, Mississippi Power and Savannah Electric are allowed by state law to recover fuel and net purchased energy costs through fuel cost recovery provisions which are adjusted to reflect increases or decreases in such costs as needed. Gulf Power also recovers from retail customers costs of fuel, net purchased power, energy conservation and environmental compliance through provisions approved by the Florida PSC which are adjusted annually to reflect increases or decreases in such costs. Revenues are adjusted for differences between recoverable costs and amounts actually recovered in current rates.

     See MANAGEMENT’S DISCUSSION AND ANALYSIS — FUTURE EARNINGS POTENTIAL — “PSC Matters” of Southern Company and each of the retail operating companies in Item 7 herein and Note 3 to the financial statements of Southern Company under “Alabama Power Retail Regulatory Matters” and “Georgia Power Retail Regulatory Matters” and Note 3 to the financial statements of each of the retail operating companies under “Retail Regulatory Matters” in Item 8 herein for a discussion of rate matters. Also, see Note 1 to the financial statements of Southern Company and each of the retail operating companies in Item 8 herein for a discussion of recovery of fuel costs and environmental compliance costs through rates.

Integrated Resource Planning

Georgia Power and Savannah Electric must file IRPs with the Georgia PSC that specify how each intends to meet the future electrical needs of its customers through a combination of demand-side and supply-side resources. The Georgia PSC must certify any new demand-side or supply-side resources. Once certified, the lesser of actual or certified construction costs and purchased power costs will be recoverable through rates.

     In July 2001, the Georgia PSC approved Georgia Power’s certification request for approximately 1,800 megawatts of purchased power and 12 megawatts of upgraded hydro generation for Plant Goat Rock, units 1 and 2. This certification request included a seven-year PPA with Southern Power for two gas-fired, combined cycle units at Plant Franklin. The purchase of the full 570 megawatts from the first unit began in 2003. The purchase of the full 610 megawatts from the second unit began in 2004. Additionally, this certification included approval of a 15-year PPA with Southern Power for 615 megawatts of gas-fired combined cycle generation at Plant Harris in Alabama.

     In December 2002, the Georgia PSC certified a PPA between Duke Energy and Georgia Power for 620 megawatts for seven years that began in June 2005.

     In May 2004, the Georgia PSC ordered Georgia Power and Savannah Electric to purchase the McIntosh combined cycle generating facility from Southern Power and place it into their respective rate bases. The McIntosh resource was previously certified as a PPA by the Georgia PSC in the supply-side certification conducted in 2002 and, at the same time, the Georgia PSC also approved the de-certification of Savannah Electric’s Plant Riverside, units 4 through 8, effective in May 2005. The McIntosh units produce a combined 1,240 megawatts, of which Georgia Power’s portion is 1,040 megawatts and Savannah Electric’s portion is 200 megawatts. This new generation became available in June 2005. See Note 3 to the financial statements of Georgia Power and Savannah Electric under “Retail Regulatory Matters — Plant McIntosh Construction Project” in Item 8 herein for additional information.

     Georgia Power and Savannah Electric received Georgia PSC approval of the 2004 IRP in July 2004. Through the approval of the 2004 IRP, Georgia Power de-certified the Atkinson combustion turbine units 5A and 5B totaling approximately 80 megawatts of capacity and Savannah Electric extended the life of the Kraft combustion turbine unit until such time as its retirement is warranted. Georgia Power and Savannah Electric issued an RFP in July 2005 for approximately 1,000 megawatts to meet their future supply-side capacity needs for 2009 and beyond. With the planned merger of Savannah Electric into Georgia Power, this RFP will be consolidated by Georgia Power which will be the sole party to these contracts. In March 2006, Georgia Power is scheduled to issue RFPs for approximately 2,100 and 1,400 megawatts, respectively, to meet its 2010 and 2011 supply-side needs. For the 2011 RFP, Georgia Power will submit a self-build proposal that compares to the market. Additionally, Georgia Power and, until completion of the planned merger, Savannah Electric will each continue a residential load management program which was certified by the Georgia PSC for up to 40 megawatts of equivalent supply-side capacity. Georgia Power will continue to utilize approximately eight megawatts of capacity from existing qualifying facilities under firm contracts and continue to add additional resources as ordered by the Georgia PSC.

     In January 2006, Georgia Power filed an application with the Georgia PSC to approve an amendment to Georgia Power’s IRP in connection with the merger to add Savannah Electric customers and generating assets.

Environmental Cost Recovery Plans

On October 5, 2004, the Alabama PSC approved a specific rate mechanism for the recovery of Alabama Power’s retail costs associated with environmental laws, regulations or other such mandates. The rate mechanism began operation in January 2005 and provides for the recovery of these costs pursuant to a factor that will be calculated annually. Environmental costs to be recovered include operation and maintenance expense, depreciation and a return on invested capital. See MANAGEMENT’S DISCUSSION AND ANALYSIS — FUTURE EARNINGS POTENTIAL — “PSC Matters — Alabama Power” and “PSC Matters — Retail Rate Adjustments,” respectively, of Southern Company and Alabama Power in Item 7 herein and Note 3 to the financial statements of Southern Company and Alabama Power, under “Alabama Power Retail Regulatory Matters” and “Retail Regulatory Matters,” respectively, in Item 8 herein for a discussion on Alabama PSC rate matters.

     The Florida Legislature has adopted legislation for an Environmental Cost Recovery Clause, which allows Gulf Power to petition the Florida PSC for recovery of prudent environmental compliance costs that are not being recovered through base rates or any other recovery mechanism. Such environmental costs include operation and maintenance expense, emission allowance expense, depreciation and a return on invested capital. This legislation was amended in 2002 to allow recovery of costs incurred as a result of an agreement between Gulf Power and the Florida Department of Environmental Protection for the purpose of ensuring compliance with ozone ambient air quality standards adopted by the EPA. See Note 3 to the financial statements of Gulf Power under “Retail Regulatory Matters” in Item 8 herein for additional information.

     In 1992, the Mississippi PSC approved Mississippi Power’s Environmental Compliance Overview Plan (ECO Plan). The ECO Plan establishes procedures to facilitate the Mississippi PSC’s overview of Mississippi Power’s environmental strategy and provides for recovery of costs (including costs of capital associated with environmental projects approved by the Mississippi PSC). Under the ECO Plan, any increase in the annual revenue requirement is limited to two percent of retail revenues. However, the ECO Plan also provides for carryover of any amount over the two percent limit into the next year’s revenue requirement. Mississippi Power conducts studies, when possible, to determine the extent of any required environmental remediation. Should such remediation be determined to be probable, reasonable estimates of costs to clean up such sites are developed and recognized in the financial statements. Mississippi Power recovers such costs under the ECO Plan as they are incurred, as provided for in Mississippi Power’s 1994 ECO Plan order. Mississippi Power filed its 2006 ECO Plan in February 2006, which, if approved as filed, will result in a decrease in customer prices. See Note 3 to the financial statements of Mississippi Power under “Environmental Compliance Overview Plan” in Item 8 herein for additional information.

Storm Damage Cost Recovery

See MANAGEMENT’S DISCUSSION AND ANALYSIS — FUTURE EARNINGS POTENTIAL — “PSC Matters - Storm Damage Recovery” of Southern Company, Gulf Power and Mississippi Power and “PSC Matters — Natural Disaster Cost Recovery” of Alabama Power in Item 7 herein and to Note 3 to the financial statements of Southern Company, Alabama Power, Gulf Power and Mississippi Power under “Storm Damage Cost Recovery,” “Retail Regulatory Matters — Natural Disaster Cost Recovery,” “Retail Regulatory Matters — Storm Damage Cost Recovery” and “Retail Regulatory Matters — Storm Damage Cost Recovery,” respectively, in Item 8 herein for a discussion of the impacts and recovery of storm damage costs related to Hurricanes Ivan, Dennis and Katrina.

Employee Relations

The Southern Company system had a total of 25,554 employees on its payroll at December 31, 2005.

		Employees
		at
		December 31, 2005
Alabama Power			6,621
Georgia Power			8,713
Gulf Power			1,335
Mississippi Power			1,254
Savannah Electric			560
SCS			3,415
Southern Company Gas			*
Southern Holdings**			11
Southern Nuclear			3,101
Southern Power			***
Other			544
Total			25,554

     The retail operating companies have separate agreements with local unions of the IBEW generally covering wages, working conditions and procedures for handling grievances and arbitration. These agreements apply with certain exceptions to operating, maintenance and construction employees.

     Alabama Power has agreements with the IBEW on a five-year contract extending to August 15, 2009. Upon notice given at least 60 days prior to that date, negotiations may be initiated with respect to agreement terms to be effective after such date.

     Georgia Power has an agreement with the IBEW covering wages and working conditions, which is in effect through June 30, 2008.

     Gulf Power has an agreement with the IBEW covering wages and working conditions, which is in effect through October 14, 2009.

     Mississippi Power has an agreement with the IBEW on a four-year contract extending to August 16, 2006. Negotiations on a new agreement are expected to begin in July 2006.

     Savannah Electric has agreements with the IBEW and the Office and Professional Employees International Union that expire April 15, 2006 and December 1, 2006, respectively. The status of these agreements is expected to be negotiated and resolved prior to the completion of the merger of Savannah Electric with and into Georgia Power by July 2006.

     Southern Nuclear has agreements with the IBEW on a three-year contract extending to June 30, 2008 for Plants Hatch and Vogtle and a five-year contract which expires August 15, 2006 for Plant Farley. Negotiations on the Plant Farley contract are expected to begin in June 2006. Upon notice given at least 60 days prior to these dates, negotiations may be initiated with respect to agreement terms to be effective after such dates.

     The agreements also subject the terms of the pension plans for the companies discussed above to collective bargaining with the unions at either a five-year or a 10-year cycle, depending upon union and company actions.

Item 1A. RISK FACTORS

In addition to the other information in this Form 10-K, including MANAGEMENT’S DISCUSSION AND ANALYSIS — FUTURE EARNINGS POTENTIAL in Item 7 of each registrant, and other documents filed by Southern Company and/or its subsidiaries with the SEC from time to time, the following factors should be carefully considered in evaluating Southern Company and its subsidiaries. Such factors could affect actual results and cause results to differ materially from those expressed in any forward-looking statements made by, or on behalf of, Southern Company and/or its subsidiaries.

Risks Related to the Energy Industry

Southern Company and its subsidiaries are subject to substantial governmental regulation. Compliance with current and future regulatory requirements and procurement of necessary approvals, permits and certificates may result in substantial costs to Southern Company and its subsidiaries.

     Southern Company and its subsidiaries, including the retail operating companies and Southern Power, are subject to substantial regulation from federal, state and local regulatory agencies. Southern Company and its subsidiaries are required to comply with numerous laws and regulations and to obtain numerous permits, approvals and certificates from the governmental agencies that regulate various aspects of their businesses, including customer rates, service regulations, retail service territories, sales of securities, asset acquisitions and sales, accounting policies and practices and the operation of fossil-fuel, hydroelectric and nuclear generating facilities. For example, the rates charged to wholesale customers by the retail operating companies and by Southern Power must be approved by the FERC. In addition, the respective state PSCs must approve the retail operating companies’ rates for retail customers. While the retail rates approved by the respective state PSCs are designed to provide for recovery of costs and a return on invested capital, there can be no assurance that a state PSC will not deem certain costs to be imprudently incurred and not subject to recovery.

     Until February 8, 2006, Southern Company was subject to regulation by the SEC under the Holding Company Act. In July 2005, the U.S. Congress passed the Energy Act of 2005 which, among other things, repealed the Holding Company Act effective February 8, 2006. Under the Energy Act of 2005, the FERC was provided with new oversight responsibilities for the electric utility industry.

     Southern Company and its subsidiaries believe the necessary permits, approvals and certificates have been obtained for its existing operations and that their respective businesses are conducted in accordance with applicable laws; however, the impact of any future revision or changes in interpretations of existing regulations or the adoption of new laws and regulations applicable to Southern Company or any of its subsidiaries cannot now be predicted. Changes in regulation or the imposition of additional regulations could influence the operating environment of Southern Company and its subsidiaries and may result in substantial costs.

General Risks Related to Operation of Southern Company’s Utility Subsidiaries

The regional power market in which Southern Company and its utility subsidiaries compete may have changing transmission regulatory structures, which could affect the ownership of these assets and related revenues and expenses.

     The retail operating companies currently own and operate transmission facilities as part of a vertically integrated utility. Transmission revenues are not separated from generation and distribution revenues in their approved retail rates. Since 1999, when the FERC issued final rules on RTOs, there have been a number of proceedings at FERC designed to encourage further voluntary formation of RTOs or to mandate their formation. Under this new transmission regulatory structure, the retail operating companies could transfer functional control (but not ownership) of their transmission facilities to an independent third party. While there are no active proceedings at FERC that would require Southern Company to participate in a RTO, current FERC efforts that may potentially change the regulatory and/or operational structure of transmission include rules related to the standardization of generation interconnection, as well as an inquiry into, among other things, market power by vertically integrated utilities. The financial condition, net income and cash flows of Southern Company and its utility subsidiaries

could be adversely affected by future changes in the federal regulatory or operational structure of transmission.

Certain events in the energy markets that are beyond the control of Southern Company and its subsidiaries have increased the level of public and regulatory scrutiny in the energy industry and in the capital markets. The reaction to these events may result in new laws or regulations related to the business operations or the accounting treatment of the existing operations of Southern Company and its subsidiaries which could have a negative impact on the net income or access to capital of Southern Company and its subsidiaries.

     As a result of the energy crisis in California during the summer of 2001, the Enron Corporation bankruptcy, investigations by governmental authorities into energy trading activities and the August 2003 power outage in the Northeast, companies in regulated and unregulated electric utility businesses have been under an increased amount of public and regulatory scrutiny with respect to, among other things, accounting practices, financial disclosures and relationships with independent auditors. This increased scrutiny has led to substantial changes in laws and regulations affecting Southern Company and its subsidiaries, including, among others, enhanced internal control and auditor independence requirements, financial statement certification requirements, more frequent SEC reviews of financial statements and accelerated and additional SEC filing requirements. New accounting and disclosure requirements have changed the way Southern Company and its subsidiaries are required to record revenues, expenses, assets and liabilities. Southern Company expects continued regulatory focus on accounting and financial reporting issues. Future disruptions in the industry such as those described above and any additional resulting regulations may have a negative impact on the net income or access to capital of Southern Company and its subsidiaries.

Deregulation or restructuring in the electric industry may result in increased competition and unrecovered costs which could negatively impact the net income of Southern Company and the retail operating companies and the value of their respective assets.

     Increased competition, which may result from restructuring efforts, could have a significant adverse financial impact on Southern Company and its retail operating companies. Increased competition could result in increased pressure to lower the cost of electricity. Any adoption in the territories served by the retail operating companies of retail competition and the unbundling of regulated energy service could have a significant adverse financial impact on Southern Company and the retail operating companies due to an impairment of assets, a loss of retail customers, lower profit margins, an inability to recover reasonable costs or increased costs of capital. Southern Company and the retail operating companies cannot predict if or when they may be subject to changes in legislation or regulation, nor can Southern Company and the retail operating companies predict the impact of these changes.

     Additionally, the electric utility industry has experienced a substantial increase in competition at the wholesale level. As a result of changes in federal law and regulatory policy, competition in the wholesale electricity market has greatly increased due to a greater participation by traditional electricity suppliers, non-utility generators, IPPs, wholesale power marketers and brokers, and due to the trading of energy futures contracts on various commodities exchanges. In addition, FERC rules on transmission service are designed to facilitate competition in the wholesale market on a nationwide basis, by providing greater flexibility and more choices to wholesale power customers.

Potential changes to the criteria used by the FERC for approval of market-based contracts may negatively impact the retail operating companies’ and Southern Power’s ability to charge market-based rates.

     Each of the retail operating companies and Southern Power have authorization from the FERC to sell power to nonaffiliates at market-based prices. The retail operating companies and Southern Power also have FERC authority to make short-term opportunity sales at market rates. Specific FERC approval must be obtained with respect to a market-based contract with an affiliate. In December 2004, the FERC initiated a proceeding to assess Southern Company’s generation dominance within its retail service territory. The ability to charge market-based rates in other markets is not an issue in that proceeding. Any new market-based rate transactions in its retail service territory entered into after February 27, 2005 are subject to refund to the level of the default cost-based rates, pending the outcome of the proceeding. In the event

that FERC’s default mitigation measures for entities that are found to have market power are ultimately applied, the retail operating companies and Southern Power may be required to charge cost-based rates for certain wholesale sales in the Southern Company retail service territory, which may be lower than market-based rates.

     In addition, in May 2005 the FERC started an investigation to determine whether Southern Company satisfies the other three parts of FERC’s market-based rate analysis: transmission market power, barriers to entry and affiliate abuse or reciprocal dealing. Any and all new market-based rate transactions involving any Southern Company subsidiary will be subject to refund to the extent the FERC orders lower rates as a result of this new investigation, with the refund period beginning July 19, 2005.

     In May 2005, the FERC also initiated a proceeding to examine the provisions of the IIC, whether any parties to the IIC have violated FERC’s standards of conduct applicable to utility companies that are transmission providers, and whether Southern Company’s code of conduct defining Southern Power as a “system company” rather than a “marketing affiliate” is just and reasonable. Effective July 19, 2005, revenues from transactions under the IIC involving any Southern Company subsidiaries will be subject to refund to the extent FERC orders any changes to the IIC.

Risks Related to Environmental Regulation

Southern Company’s and the retail operating companies’ costs of compliance with environmental laws are significant. The costs of compliance with future environmental laws and the incurrence of environmental liabilities could harm the net income and cash flows of Southern Company, the retail operating companies or Southern Power.

     Southern Company and the retail operating companies are subject to extensive federal, state and local environmental requirements which, among other things, regulate air emissions, water discharges and the management of hazardous and solid waste in order to adequately protect the environment. Compliance with these legal requirements requires Southern Company and the retail operating companies to commit significant expenditures for installation of pollution control equipment, environmental monitoring, emissions fees and permits at all of their respective facilities. These expenditures are significant and Southern Company and the retail operating companies expect that they will increase in the future. Through 2005, Southern Company had spent approximately $1.6 billion in reducing sulfur dioxide (SO₂) and nitrogen oxide (NO_x) emissions and in monitoring emissions pursuant to the Clean Air Act. Additional controls have been announced and are currently being installed at several plants to further reduce SO₂ and NO_x emissions, to maintain compliance with existing regulations and to meet new requirements.

     Approximately $1.3 billion of these expenditures related to reducing NO_x emissions pursuant to state and federal requirements in connection with the EPA’s one-hour ozone standard and the 1998 regional NO_x reduction rules.

     Litigation over environmental issues and claims of various types, including property damage, personal injury, and citizen enforcement of environmental requirements, such as opacity and other air quality standards, has increased generally throughout the United States. In particular, personal injury claims for damages caused by alleged exposure to hazardous materials have become more frequent.

     If Southern Company, the retail operating companies or Southern Power fail to comply with environmental laws and regulations, even if caused by factors beyond their control, that failure may result in the assessment of civil or criminal penalties and fines. The EPA has filed civil actions against Alabama Power, Georgia Power and Savannah Electric alleging violations of the new source review provisions of the Clean Air Act. Georgia Power is a party to a civil suit regarding alleged violations of the Clean Air Act at four units of Plant Wansley, and Southern Company is a party to a suit alleging its emissions of carbon dioxide, a greenhouse gas, contribute to global warming. An adverse outcome in any one of these cases could require substantial capital expenditures that cannot be determined at this time and could possibly require the payment of substantial penalties. This could affect future results of operations, cash flows, and possibly financial condition if such costs are not recovered through regulated rates.

     Existing environmental laws and regulations may be revised or new laws and regulations seeking to protect the environment may be

adopted or become applicable to Southern Company, the retail operating companies and Southern Power. Revised or additional laws and regulations could result in significant additional expense and operating restrictions on the facilities of the retail operating companies or Southern Power or increased compliance costs which may not be fully recoverable from customers and would therefore reduce the net income of Southern Company, the retail operating companies or Southern Power. The cost impact of such legislation would depend upon the specific requirements enacted and cannot be determined at this time.

Risks Related to Southern Company and its Business

Southern Company may be unable to meet its ongoing and future financial obligations and to pay dividends on its common stock if its subsidiaries are unable to pay upstream dividends or repay funds to Southern Company.

     Southern Company is a holding company and, as such, Southern Company has no operations of its own. Southern Company’s ability to meet its financial obligations and to pay dividends on its common stock at the current rate is primarily dependent on the net income and cash flows of its subsidiaries and their ability to pay upstream dividends or to repay funds to Southern Company. Prior to funding Southern Company, Southern Company’s subsidiaries have financial obligations that must be satisfied, including among others, debt service and preferred stock dividends.

The financial performance of Southern Company and its subsidiaries may be adversely affected if its subsidiaries are unable to successfully operate their facilities.

     Southern Company’s financial performance depends on the successful operation of its subsidiaries’ electric generating, transmission and distribution facilities. Operating these facilities involves many risks, including:

	•		operator error and breakdown or failure of equipment or processes;
	•		operating limitations that may be imposed by environmental or other regulatory requirements;
	•		labor disputes;
	•		terrorist attacks;
	•		fuel or material supply interruptions; and
	•		catastrophic events such as fires, earthquakes, explosions, floods, hurricanes or other similar occurrences.

     A decrease or elimination of revenues from power produced by the electric generating facilities or an increase in the cost of operating the facilities would reduce the net income and cash flows and could adversely impact the financial condition of the affected retail operating company or Southern Power and of Southern Company.

     In addition, Southern Company’s non-utility businesses depend on the successful operation of their respective facilities. For example, the net income and cash flows of SouthernLINC Wireless and Southern Company could be adversely impacted in the event of a major failure of its telecommunications facilities.

The revenues of Southern Company, the retail operating companies and Southern Power depend in part on sales under PPAs. The failure of a counterparty to one of these PPAs to perform its obligations, or the failure to renew the PPAs, could have a negative impact on the net income and cash flows of the affected retail operating company or Southern Power and of Southern Company.

     Most of Southern Power’s generating capacity has been sold to purchasers under PPAs having initial terms of five to 15 years. In addition, the retail operating companies enter into PPAs with non-affiliated parties. Revenues are dependent on the continued performance by the purchasers of their obligations under these PPAs. Even though Southern Power and the retail operating companies have a rigorous credit evaluation, the failure of one of the purchasers to perform its obligations could have a negative impact on the net income and cash flows of the affected retail operating company or Southern Power and of Southern Company. Although these credit evaluations take into account the possibility of default by a purchaser, actual exposure to a default by a purchaser may be greater than the credit evaluation predicts. Neither Southern Power nor the retail operating companies can predict whether the PPAs will be renewed at the end of their respective terms or on what terms any renewals may be made. If a PPA is not renewed, a replacement PPA cannot be assured.

Southern Company, the retail operating companies and Southern Power may incur additional costs or delays in power plant construction and may not be able to recover their investment. The facilities of Southern Company, the retail operating companies and Southern Power require ongoing capital expenditures.

     Certain of the retail operating companies and Southern Power are in the process of constructing new generating facilities. Southern Company intends to continue its strategy of developing and constructing other new facilities and expanding existing facilities. The completion of these facilities without delays or cost overruns is subject to substantial risks, including:

	•		shortages and inconsistent quality of equipment, materials and labor;
	•		work stoppages;
	•		permits, approvals and other regulatory matters;
	•		adverse weather conditions;
	•		unforeseen engineering problems;
	•		environmental and geological conditions;
	•		delays or increased costs to interconnect its facilities to transmission grids;
	•		unanticipated cost increases; and
	•		attention to other projects.

     If a retail operating company or Southern Power is unable to complete the development or construction of a facility or decides to delay or cancel construction of a facility, it may not be able to recover its investment in that facility. In addition, construction delays and contractor performance shortfalls can result in the loss of revenues and may, in turn, adversely affect the net income and financial position of a retail operating company or Southern Power and Southern Company. Furthermore, if construction projects are not completed according to specification, a retail operating company or Southern Power and Southern Company may incur liabilities and suffer reduced plant efficiency, higher operating costs and reduced net income.

     Once facilities come into commercial operation, ongoing capital expenditures are required to maintain reliable levels of operation. Significant portions of the retail operating companies’ existing facilities were constructed many years ago. Older generation equipment, even if maintained in accordance with good engineering practices, may require significant capital expenditures to maintain efficiency, to comply with changing environmental requirements or to provide reliable operations.

Changes in technology may make Southern Company’s electric generating facilities owned by the retail operating companies and Southern Power less competitive.

     A key element of the business model of Southern Company, the retail operating companies and Southern Power is that generating power at central power plants achieves economies of scale and produces power at relatively low cost. There are other technologies that produce power, most notably fuel cells, microturbines, windmills and solar cells. It is possible that advances in technology will reduce the cost of alternative methods of producing power to a level that is competitive with that of most central power station electric production. If this were to happen and if these technologies achieved economies of scale, the market share of Southern Company, the retail operating companies and Southern Power could be eroded, and the value of their respective electric generating facilities could be reduced. Changes in technology could also alter the channels through which retail electric customers buy or utilize power, which could reduce the revenues or increase the expenses of Southern Company, the retail operating companies or Southern Power.

Operation of nuclear facilities involves inherent risks, including environmental, health, regulatory, terrorism and financial risks that could result in fines or the closure of Southern Company’s nuclear units owned by Alabama Power or Georgia Power, and which may present potential exposures in excess of insurance coverage.

     Alabama Power owns two nuclear units and Georgia Power holds undivided interests in, and contracts for operation of, four nuclear units. These six units are operated by Southern Nuclear and represent approximately 3,680 megawatts, or 9.1% of Southern Company’s generation capacity as of December 31, 2005. These nuclear facilities are subject to environmental, health and financial risks such as on-site storage of spent nuclear fuel, the ability to dispose of such spent nuclear fuel, the ability to maintain adequate reserves for decommissioning, potential liabilities arising out of the operation of these facilities and the threat of a possible terrorist attack. Alabama Power and Georgia Power

maintain decommissioning trusts and external insurance coverage to minimize the financial exposure to these risks; however, it is possible that damages could exceed the amount of insurance coverage.

     The NRC has broad authority under federal law to impose licensing and safety-related requirements for the operation of nuclear generation facilities. In the event of non-compliance, the NRC has the authority to impose fines or shut down a unit, or both, depending upon its assessment of the severity of the situation, until compliance is achieved. Recent NRC orders related to increased security measures and any future safety requirements promulgated by the NRC could require Alabama Power and Georgia Power to make substantial operating and capital expenditures at their nuclear plants. In addition, although Alabama Power, Georgia Power and Southern Company have no reason to anticipate a serious nuclear incident at its plants, if an incident did occur, it could result in substantial costs to Alabama Power or Georgia Power and Southern Company. A major incident at a nuclear facility anywhere in the world could cause the NRC to limit or prohibit the operation or licensing of any domestic nuclear unit.

     In addition, potential terrorist threats and increased public scrutiny of utilities could result in increased nuclear licensing or compliance costs that are difficult or impossible to predict.

The generation and energy marketing operations of Southern Company, the retail operating companies and Southern Power are subject to risks, many of which are beyond their control, including changes in power prices and fuel costs, that may reduce Southern Company’s, the retail operating companies’ and Southern Power’s revenues and increase costs.

     The generation and energy marketing operations of Southern Company, the retail operating companies and Southern Power are subject to changes in power prices or fuel costs, which could increase the cost of producing power or decrease the amount Southern Company, the retail operating companies and Southern Power receive from the sale of power. The market prices for these commodities may fluctuate over relatively short periods of time. Southern Company, the retail operating companies and Southern Power attempt to mitigate risks associated with fluctuating fuel costs by passing these costs on to customers through the retail operating company fuel cost recovery clauses or through PPAs. Among the factors that could influence power prices and fuel costs are:

	•		prevailing market prices for coal, natural gas, fuel oil and other fuels used in the generation facilities of the retail operating companies, Southern Power and Southern Company, including associated transportation costs, and supplies of such commodities;
	•		demand for energy and the extent of additional supplies of energy available from current or new competitors;
	•		liquidity in the general wholesale electricity market;
	•		weather conditions impacting demand for electricity;
	•		seasonality;
	•		transmission or transportation constraints or inefficiencies;
	•		availability of competitively priced alternative energy sources;
	•		forced or unscheduled plant outages for us, our competitors or third party providers;
	•		the financial condition of market participants;
	•		the economy in the service territory and in general, including the impact of economic conditions on industrial and commercial demand for electricity;
	•		natural disasters, wars, embargos, acts of terrorism and other catastrophic events; and
	•		federal, state and foreign energy and environmental regulation and legislation.

     Certain of these factors could increase the expenses of the retail operating companies or Southern Power and Southern Company. For the retail operating companies, such increases may not be fully recoverable through rates. Other of these factors could reduce the revenues of the retail operating companies or Southern Power and Southern Company.

     As a result of increasing fuel costs, the retail operating companies have accrued significant underrecovered fuel cost balances. In addition, Alabama Power, Gulf Power and Mississippi Power have significant deficit balances in their storm cost recovery reserves as a result of Hurricanes Ivan, Dennis and Katrina. While the retail operating companies are generally authorized under state legislation administered by the

respective PSCs to recover underrecovered fuel costs through fuel cost recovery clauses and storm recovery costs through special rate provisions, recovery may be denied if costs are deemed to be imprudently incurred and delays in the authorization of such recovery could negatively impact the cash flows of the affected retail operating companies and Southern Company.

The use of derivative contracts by Southern Company and its subsidiaries in the normal course of business could result in financial losses that negatively impact the net income of Southern Company and its subsidiaries.

     Southern Company and its subsidiaries, including the retail operating companies and Southern Power, use derivative instruments, such as swaps, options, futures and forwards, to manage their commodity and financial market risks and, to a lesser extent, engage in limited trading activities. Southern Company and its subsidiaries could recognize financial losses as a result of volatility in the market values of these contracts, or if a counterparty fails to perform. In the absence of actively quoted market prices and pricing information from external sources, the valuation of these financial instruments can involve management’s judgment or use of estimates. As a result, changes in the underlying assumptions or use of alternative valuation methods could affect the value of the reported fair value of these contracts.

The retail operating companies and Southern Power may not be able to obtain adequate fuel supplies, which could limit their ability to operate their facilities.

     The retail operating companies and Southern Power purchase fuel, including coal, natural gas and fuel oil, from a number of suppliers. Disruption in the delivery of fuel, including disruptions as a result of, among other things, weather, labor relations, force majuere events or environmental regulations affecting any of these fuel suppliers, could limit the ability of the retail operating companies and Southern Power to operate their respective facilities, and thus, reduce the net income of the affected retail operating company or Southern Power and Southern Company.

     The retail operating companies are dependent on coal for much of their electric generating capacity. Each retail operating company has coal supply contracts in place; however, there can be no assurance that the counterparties to these agreements will fulfill their obligations to supply coal to the retail operating companies. The suppliers under these agreements may experience financial or technical problems which inhibit their ability to fulfill their obligations to the retail operating companies. In addition, the suppliers under these agreements may not be required to supply coal to the retail operating companies under certain circumstances, such as in the event of a natural disaster. If the retail operating companies are unable to obtain their coal requirements under these contracts, the retail operating companies may be required to purchase their coal requirements at higher prices, which may not be fully recoverable through rates.

     In addition, Southern Power in particular, and the retail operating companies to a lesser extent, are dependent on natural gas for a portion of their electric generating capacity. Natural gas supplies can be subject to disruption in the event production or distribution is curtailed. For example, in connection with the 2005 hurricanes in the Gulf of Mexico, production and distribution of natural gas was limited for a period of time, resulting in shortages and significant increases in the price of natural gas. In addition, world market conditions for fuels, including the policies of the Organization of Petroleum Exporting Companies, can impact the price and availability of natural gas.

Demand for power could exceed supply capacity, resulting in increased costs for purchasing capacity in the open market or building additional generation capabilities.

     Through the retail operating companies and Southern Power, Southern Company is currently obligated to supply power to retail customers and wholesale customers under long-term PPAs. At peak times, the demand for power required to meet this obligation could exceed Southern Company’s available generation capacity. Market or competitive forces may require that the retail operating companies or Southern Power purchase capacity on the open market or build additional generation capabilities. Because regulators may not permit the retail operating companies to pass all of these purchase or construction costs on to their customers, the retail operating companies may not be able to recover any of these costs or may have exposure to regulatory lag associated with the time between the incurrence of costs of purchased or constructed capacity and the retail operating companies’ recovery in customers’ rates. Under Southern Power’s long-term fixed price PPAs, Southern

Power would not have the ability to recover any of these costs. These situations could have negative impacts on net income and cash flows for the affected retail operating company or Southern Power and Southern Company.

The operating results of Southern Company, the retail operating companies and Southern Power are affected by weather conditions and may fluctuate on a seasonal and quarterly basis.

     Electric power generation is generally a seasonal business. In many parts of the country, demand for power peaks during the hot summer months, with market prices also peaking at that time. In other areas, power demand peaks during the winter. As a result, the overall operating results of Southern Company, the retail operating companies and Southern Power in the future may fluctuate substantially on a seasonal basis. In addition, Southern Company, the retail operating companies and Southern Power have historically sold less power, and consequently earned less income, when weather conditions are milder. Unusually mild weather in the future could reduce the revenues, net income, available cash and borrowing ability of Southern Company, the retail operating companies and Southern Power.

Mirant and The Official Committee of Unsecured Creditors of Mirant Corporation have filed a claim against Southern Company seeking substantial monetary damages in connection with transfers made by Mirant to Southern Company prior to the Mirant spin-off.

     In July 2003, Mirant filed for voluntary reorganization under Chapter 11 of the Bankruptcy Code, and in January 2006, completed its plan of reorganization.

     In 2005, Mirant, as debtor in possession, and The Official Committee of Unsecured Creditors of Mirant Corporation filed a complaint against Southern Company in the U.S. Bankruptcy Court for the Northern District of Texas, which was amended in July 2005 and February 2006. The complaint alleges that Southern Company caused Mirant to engage in certain fraudulent transfers and to pay illegal dividends to Southern Company in 1999 and 2000 with actual intent to hinder, delay or defraud creditors, or, alternatively, when Southern Company knew or should have known that Mirant was allegedly insolvent, undercapitalized or unable to pay its debts. The complaint seeks monetary damages in excess of $2 billion plus interest, punitive damages, attorneys’ fees and costs. In addition, Mirant has objected to Southern Company’s claims against Mirant in the Bankruptcy Court and seeks equitable subordination of Southern Company’s claims to the claims of all other creditors. While Southern Company believes there is no meritorious basis for Mirant’s claims and intends to vigorously defend itself in the action, the ultimate outcome of Mirant’s claims cannot be determined at this time.

IRS challenges to Southern Company’s income tax deductions taken in connection with four international leveraged lease transactions could result in the payment of substantial additional interest and penalties and could materially impact Southern Company’s cash flow and net income.

     Southern Company participates in four international leveraged lease transactions and receives federal income tax deductions for depreciation and amortization, as well as interest on related debt. In connection with its audit of Southern Company’s tax returns for 1996 through 2001, the IRS proposed to disallow Southern Company’s tax losses related to one international leveraged lease (a lease-in-lease-out, or LILO) transaction. In February 2005, Southern Company reached a negotiated settlement with the IRS relating to this matter, which is subject to final approval.

     In addition, the IRS has challenged Southern Company’s deductions related to the three other international leases (sale-in-lease-out, or SILO) transactions in connection with its audit of Southern Company’s 2000 and 2001 tax returns. If the IRS is ultimately successful in disallowing the tax deductions related to these three transactions, beginning with the 2000 tax year, Southern Company could be subject to additional interest charges of up to $34 million, and the IRS has proposed a penalty of approximately $16 million. Although the payment of the tax liability, exclusive of this interest, would not affect Southern Company’s results of operations under current accounting standards, it could have a material impact on cash flow. Furthermore, the Financial Accounting Standards Board has recently proposed changes to the accounting for both leveraged leases and uncertain tax positions that are expected to become effective in 2006. For the LILO transaction, Southern

Company’s estimates the cumulative effect upon adoption of the accounting change would reduce Southern Company’s net income by approximately $16 million. The impact of these proposed changes related to the SILO transactions would be dependent on the outcome of ongoing negotiations with the IRS, but could be significant, and potentially material, to Southern Company’s net income.

Risks Related to Market and Economic Volatility

The business of Southern Company, the retail operating companies and Southern Power is dependent on their ability to successfully access capital markets. The inability of Southern Company, any retail operating company or Southern Power to access capital may limit its ability to execute its business plan or pursue improvements and make acquisitions that Southern Company, the retail operating companies or Southern Power may otherwise rely on for future growth.

     Southern Company, the retail operating companies and Southern Power rely on access to both short-term money markets and longer-term capital markets as a significant source of liquidity for capital requirements not satisfied by the cash flow from their respective operations. If Southern Company, any retail operating company or Southern Power is not able to access capital at competitive rates, its ability to implement its business plan or pursue improvements and make acquisitions that Southern Company, the retail operating companies or Southern Power may otherwise rely on for future growth will be limited. Each of Southern Company, each retail operating company and Southern Power believes that it will maintain sufficient access to these financial markets based upon current credit ratings. However, certain market disruptions or a downgrade of the credit rating of Southern Company, any retail operating company or Southern Power may increase its cost of borrowing or adversely affect its ability to raise capital through the issuance of securities or other borrowing arrangements. Such disruptions could include:

	•		an economic downturn;
	•		the bankruptcy of an unrelated energy company;
	•		capital market conditions generally;
	•		market prices for electricity and gas;
	•		terrorist attacks or threatened attacks on Southern Company’s facilities or unrelated energy companies;
	•		war or threat of war; or
	•		the overall health of the utility industry.

Southern Company, the retail operating companies and Southern Power are subject to risks associated with a changing economic environment, including their ability to obtain insurance, the financial stability of their respective customers and their ability to raise capital.

     The September 11, 2001 terrorist attacks, the continuing threat of terrorism and the related military action by the United States have affected the nation’s economy and financial markets. The insurance industry has also been disrupted by these events. The availability of insurance covering risks Southern Company, the retail operating companies, Southern Power and their respective competitors typically insure against may decrease, and the insurance that Southern Company, the retail operating companies and Southern Power are able to obtain may have higher deductibles, higher premiums and more restrictive policy terms. Any economic downturn or disruption of financial markets could constrain the capital available to Southern Company’s, the retail operating companies’ and Southern Power’s industry and could reduce access to funding for the respective operations of Southern Company, the retail operating companies and Southern Power, as well as the financial stability of their respective customers and counterparties. These factors could adversely affect Southern Company’s subsidiaries’ ability to achieve energy sales growth, thereby decreasing Southern Company’s level of future net income.

Certain of the retail operating companies have substantial investments in the Gulf Coast region which can be subject to major storm activity. The ability of the retail operating companies to recover costs and replenish reserves in the event of a major storm, other natural disaster, terrorist attack or other catastrophic event generally will require regulatory action.

     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 generating facilities and other property. In September 2004, Hurricane Ivan hit the Gulf coast of Florida and Alabama, causing significant damage to the service areas of Alabama Power and Gulf Power. In July and August

2005, Hurricanes Dennis and Katrina, respectively, hit the Gulf coast of the United States and caused significant damage in the service areas of Gulf Power, Alabama Power and Mississippi Power. In each case, costs to the respective retail operating companies exceeded their respective storm cost reserves and insurance coverage. In the event a retail operating company experiences a natural disaster, terrorist attack or other catastrophic event, recovery of costs in excess of reserves and insurance coverage is subject to the approval of the respective state PSC. While the retail operating companies generally are entitled to recover prudently incurred costs incurred in connection with such an event, any denial by the state PSC or delay in recovery of any portion of such costs could have a material negative impact on a retail operating company’s result of operations and/or cash flows.

Increases in the price of oil may limit tax credits available to Southern Company under Section 29 of the Internal Revenue Code in connection synthetic fuel investments and could result in impairments to Southern Company’s investments in synthetic fuel projects.

     Southern Company has 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 of the Internal Revenue Code, these tax credits are subject to limitation as the annual average price of oil (as determined by the DOE) increases over a specified, inflation-adjusted dollar amount published in the spring of the subsequent year. Southern Company, along with its partners in these investments, will continue to monitor oil prices. Any indicated potential limitation on these credits could affect either the timing or the amount of the credit recognition and could require an impairment analysis of these investments by Southern Company.

Item 1B. UNRESOLVED STAFF COMMENTS.

None.

Item 2. PROPERTIES

Electric Properties – The Electric Utilities

The retail operating companies, Southern Power and SEGCO, at December 31, 2005, owned and/or operated 34 hydroelectric generating stations, 31 fossil fuel generating stations, three nuclear generating stations and 11 combined cycle/cogeneration stations. The amounts of capacity for each company are shown in the table below.

				Nameplate
Generating Station		Location		Capacity(1)
				(Kilowatts)
FOSSIL STEAM
Gadsden		Gadsden, AL			120,000
Gorgas		Jasper, AL			1,221,250
Barry		Mobile, AL			1,525,000
Greene County		Demopolis, AL			300,000	(2)
Gaston Unit 5		Wilsonville, AL			880,000
Miller		Birmingham, AL			2,532,288	(3)
Alabama Power Total					6,578,538
Bowen		Cartersville, GA			3,160,000
Branch		Milledgeville, GA			1,539,700
Hammond		Rome, GA			800,000
McDonough		Atlanta, GA			490,000
McManus		Brunswick, GA			115,000
Mitchell		Albany, GA			125,000
Scherer		Macon, GA			750,924	(4)
Wansley		Carrollton, GA			925,550	(5)
Yates		Newnan, GA			1,250,000
Georgia Power Total					9,156,174
Crist		Pensacola, FL			1,022,500
Lansing Smith		Panama City, FL			305,000
Scholz		Chattahoochee, FL			80,000
Daniel		Pascagoula, MS			500,000	(6)
Scherer Unit 3		Macon, GA			204,500	(4)
Gulf Power Total					2,112,000
Eaton		Hattiesburg, MS			67,500
Sweatt		Meridian, MS			80,000
Watson		Gulfport, MS			1,012,000
Daniel		Pascagoula, MS			500,000	(6)
Greene County		Demopolis, AL			200,000	(2)
Mississippi Power Total					1,859,500
McIntosh		Effingham County, GA			163,117
Kraft		Port Wentworth, GA			281,136
Savannah Electric Total					444,253
Gaston Units 1-4		Wilsonville, AL
SEGCO Total					1,000,000	(7)
Total Fossil Steam					21,150,465
NUCLEAR STEAM
Farley		Dothan, AL
Alabama Power Total					1,720,000
Hatch		Baxley, GA			899,612	(8)
Vogtle		Augusta, GA			1,060,240	(9)
Georgia Power Total					1,959,852
Total Nuclear Steam					3,679,852
COMBUSTION TURBINES
Greene County		Demopolis, AL
Alabama Power Total					720,000
Bowen		Cartersville, GA			39,400
Intercession City		Intercession City, FL			47,667	(10)
McDonough		Atlanta, GA			78,800
McIntosh Units 1,2,3,4,7,8		Effingham County, GA			480,000
McManus		Brunswick, GA			481,700
Mitchell		Albany, GA			118,200
Robins		Warner Robins, GA			158,400
Wansley		Carrollton, GA			26,322
Wilson		Augusta, GA			354,100
Georgia Power Total					1,784,589
Lansing Smith Unit A		Panama City, FL			39,400
Pea Ridge Units 1-3		Pea Ridge, FL			15,000
Gulf Power Total					54,400
Chevron Cogenerating Station		Pascagoula, MS			147,292	(11)
Sweatt		Meridian, MS			39,400
Watson		Gulfport, MS			39,360
Mississippi Power Total					226,052
Boulevard		Savannah, GA			59,100
Kraft		Port Wentworth, GA			22,000
McIntosh Units 5&6		Effingham County, GA			160,000
Savannah Electric Total					241,100

				Nameplate
Generating Station		Location		Capacity
				(Kilowatts)
Dahlberg		Jackson County, GA			756,000
Oleander		Cocoa, FL			628,400
Southern Power Total					1,384,400
Gaston (SEGCO)		Wilsonville, AL			19,680	(7)
Total Combustion Turbines					4,430,221
COGENERATION
Washington County		Washington County, AL			123,428
GE Plastics Project		Burkeville, AL			104,800
Theodore		Theodore, AL			236,418
Alabama Power Total					464,646
COMBINED CYCLE
Barry		Mobile, AL
Alabama Power Total					1,070,424
McIntosh Units 10&11		Effingham County, GA
Georgia Power Total					1,106,178	(13)
Smith		Lynn Haven, FL
Gulf Power Total					545,500
Daniel (Leased)		Pascagoula, MS
Mississippi Power Total					1,070,424
McIntosh Units 10&11		Effingham County, GA
Savannah Electric Total					212,742	(13)
Stanton Unit A		Orlando, FL			428,649	(14)
Harris		Autaugaville, AL			1,318,920
Franklin		Smiths, AL			1,198,360
Wansley		Carrollton, GA			1,073,000
Southern Power Total					4,018,929
Total Combined Cycle					8,024,197
HYDROELECTRIC FACILITIES
Bankhead		Holt, AL			53,985
Bouldin		Wetumpka, AL			225,000
Harris		Wedowee, AL			132,000
Henry		Ohatchee, AL			72,900
Holt		Holt, AL			48,000
Jordan		Wetumpka, AL			100,000
Lay		Clanton, AL			177,000
Lewis Smith		Jasper, AL			157,500
Logan Martin		Vincent, AL			135,000
Martin		Dadeville, AL			182,000
Mitchell		Verbena, AL			170,000
Thurlow		Tallassee, AL			81,000
Weiss		Leesburg, AL			87,750
Yates		Tallassee, AL			47,000
Alabama Power Total					1,669,135
Barnett Shoals (Leased)		Athens, GA			2,800
Bartletts Ferry		Columbus, GA			173,000
Goat Rock		Columbus, GA			38,600
Lloyd Shoals		Jackson, GA			14,400
Morgan Falls		Atlanta, GA			16,800
North Highlands		Columbus, GA			29,600
Oliver Dam		Columbus, GA			60,000
Rocky Mountain		Rome, GA			215,256	(12)
Sinclair Dam		Milledgeville, GA			45,000
Tallulah Falls		Clayton, GA			72,000
Terrora		Clayton, GA			16,000
Tugalo		Clayton, GA			45,000
Wallace Dam		Eatonton, GA			321,300
Yonah		Toccoa, GA			22,500
6 Other Plants					18,080
Georgia Power Total					1,090,336
Total Hydroelectric Facilities					2,759,471
Total Generating Capacity					40,508,852

     Except as discussed below under “Titles to Property,” the principal plants and other important units of the retail operating companies, Southern Power and SEGCO are owned in fee by the respective companies. It is the opinion of management of each such company that its operating properties are adequately maintained and are substantially in good operating condition.

     Mississippi Power owns a 79-mile length of 500-kilovolt transmission line which is leased to Entergy Gulf States. The line, completed in 1984, extends from Plant Daniel to the Louisiana state line. Entergy Gulf States is paying a use fee over a 40-year period covering all expenses and the amortization of the original $57 million cost of the line. At December 31, 2005, the unamortized portion of this cost was approximately $27.7 million.

     The all-time maximum demand on the retail operating companies, Southern Power and SEGCO was 35,049,600 kilowatts and occurred on July 26, 2005. This amount excludes demand served by capacity retained by MEAG, OPC and SEPA. The reserve margin for the retail operating companies, Southern Power and SEGCO at that time was 14.4%. See SELECTED FINANCIAL DATA in Item 6 herein for additional information on peak demands.

Jointly-Owned Facilities

Alabama Power, Georgia Power and Southern Power have undivided interests in certain generating plants and other related facilities to or from non-affiliated parties. The percentages of ownership are as follows:

						Percentage Ownership
		Total				Alabama								Georgia																Progress				Southern
		Capacity				Power				AEC				Power				OPC				MEAG				DALTON				Energy				Power				OUC				FMPA				KUA
		(Megawatts)
Plant Miller Units 1 and 2			1,320				91.8	%			8.2	%			—	%			—	%			—	%			—	%			—	%			—	%			—	%			—	%			—	%
Plant Hatch			1,796				—				—				50.1				30.0				17.7				2.2				—				—				—				—				—
Plant Vogtle			2,320				—				—				45.7				30.0				22.7				1.6				—				—				—				—				—
Plant Scherer Units 1 and 2			1,636				—				—				8.4				60.0				30.2				1.4				—				—				—				—				—
Plant Wansley			1,779				—				—				53.5				30.0				15.1				1.4				—				—				—				—				—
Rocky Mountain			848				—				—				25.4				74.6				—				—				—				—				—				—				—
Intercession City, FL			143				—				—				33.3				—				—				—				66.7				—				—				—				—
Plant Stanton A			660				—				—				—				—				—				—				—				65	%			28	%			3.5	%			3.5	%

     Alabama Power and Georgia Power have contracted to operate and maintain the respective units in which each has an interest (other than Rocky Mountain and Intercession City) as agent for the joint owners. SCS provides operation and maintenance services for Plant Stanton A.

     In addition, Georgia Power has commitments regarding a portion of a five percent interest in Plant Vogtle owned by MEAG that are in effect until the later of retirement of the plant or the latest stated maturity date of MEAG’s bonds issued to finance such ownership interest. The payments for capacity are required whether any capacity is available. The energy cost is a function of each unit’s variable

operating costs. Except for the portion of the capacity payments related to the Georgia PSC’s disallowances of Plant Vogtle costs, the cost of such capacity and energy is included in purchased power from non-affiliates in Georgia Power’s Statements of Income in Item 8 herein.

Titles to Property

The retail operating companies’, Southern Power’s and SEGCO’s interests in the principal plants (other than certain pollution control facilities, one small hydroelectric generating station leased by Georgia Power, combined cycle units at Plant Daniel leased by Mississippi Power and the land on which five combustion turbine generators of Mississippi Power are located, which is held by easement) and other important units of the respective companies are owned in fee by such companies, subject only to the liens of applicable mortgage indentures of Alabama Power, Gulf Power and Savannah Electric, to second liens pursuant to pollution control bonds of Gulf Power and to excepted encumbrances as defined therein. See Note 6 to the financial statements of Southern Company, Alabama Power, Gulf Power and Savannah Electric under “Assets Subject to Lien” and Note 7 to the financial statements of Mississippi Power under “Operating Leases – Plant Daniel Combined Cycle Generating Units” in Item 8 herein for additional information. The retail operating companies own the fee interests in certain of their principal plants as tenants in common. See “Jointly-Owned Facilities” herein for additional information. Properties such as electric transmission and distribution lines and steam heating mains are constructed principally on rights-of-way which are maintained under franchise or are held by easement only. A substantial portion of lands submerged by reservoirs is held under flood right easements.

Item 3. LEGAL PROCEEDINGS

(1)		United States of America v. Alabama Power (United States District Court for the Northern District of Alabama)
		United States of America v. Georgia Power and Savannah Electric (United States District Court for the Northern District of Georgia) See “Environmental Matters — New Source Review Actions” in Note 3 to Southern Company’s and each retail operating company’s financial statements in Item 8 herein for information.
(2)		Environmental Remediation
		See “Environmental Matters — Environmental Remediation” in Note 3 to Southern Company’s, Georgia Power’s, Gulf Power’s and Mississippi Power’s financial statements in Item 8 herein for information related to environmental remediation.
(3)		In re: Mirant Corporation, et al. (U.S. Bankruptcy Court for the Northern District of Texas)
		See “Mirant Matters — Mirant Bankruptcy” in Note 3 to Southern Company’s financial statements in Item 8 herein for information.
(4)		MC Asset Recovery, LLC v. Southern Company (in process of transfer to the U.S. District Court for the Northern District of Georgia from the U.S. District Court for the Northern District of Texas) (formerly styled In re: Mirant Corporation, et al. in the U.S. Bankruptcy Court for the Northern District of Texas)
		See “Mirant Matters — Mirant Bankruptcy Litigation” in Note 3 to Southern Company’s financial statements in Item 8 herein for information.

(5)		In re: Mirant Corporation Securities Litigation (United States District Court for the Northern District of Georgia)
		See “Mirant Matters — Mirant Securities Litigation” in Note 3 to Southern Company’s financial statements in Item 8 herein for information.
(6)		In re: Mirant Corporation ERISA Litigation (United States District Court for the Northern District of Georgia)
		See “Mirant Matters — Southern Company Employee Savings Plan Litigation” in Note 3 to Southern Company’s financial statements in Item 8 herein for information.
(7)		Sierra Club, et al. v. Georgia Power (United States District Court for the Northern District of Georgia)
		See “Plant Wansley Environmental Litigation” in Note 3 to Southern Company’s and Georgia Power’s financial statements in Item 8 herein for information.
(8)		Right of Way Litigation
		See “Right of Way Litigation” in Note 3 to Southern Company’s, Georgia Power’s, Gulf Power’s, Mississippi Power’s and Savannah Electric’s financial statements in Item 8 herein for information.

See Note 3 to each registrant’s financial statements in Item 8 herein for descriptions of additional legal and administrative proceedings discussed therein.

Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

Southern Company, Alabama Power, Georgia Power, Mississippi Power, Savannah Electric and Southern Power

None.

Gulf Power

On October 27, 2005, in an action taken by written consent, Southern Company as the sole shareholder of Gulf Power at that time, approved a plan of domestication under which Gulf Power, originally formed under the laws of the State of Maine on November 2, 1925, was domesticated as a Florida corporation, effective at 12:01 a.m. Eastern Standard Time on November 2, 2005. Under applicable law, the domestication does not affect the inception date of Gulf Power nor does it affect any obligations or liabilities of Gulf Power incurred prior to its domestication.

     In connection with the domestication, on October 27, 2005, Southern Company as the sole shareholder of Gulf Power at that time, in actions taken by written consent, also approved amended and restated Articles of Incorporation of Gulf Power and adopted amendments to the bylaws of Gulf Power. The amended and restated Articles of Incorporation were filed with the Florida Secretary of State on October 27, 2005 and such Articles and the amended bylaws became effective on November 2, 2005.

EXECUTIVE OFFICERS OF SOUTHERN COMPANY

(Identification of executive officers of Southern Company is inserted in Part I in accordance with Regulation S-K, Item 401(b), Instruction 3.) The ages of the officers set forth below are as of December 31, 2005.

David M. Ratcliffe
Chairman, President, Chief Executive Officer and
Director
Age 57

Elected in 1999. President since April 2004; Chairman and Chief Executive Officer since July 2004. Previously served as Chief Executive Officer of Georgia Power from June 1999 to April 2004; and President of Georgia Power from June 1999 to December 2003.

Andrew J. Dearman, III
Executive Vice President
Age 52

Elected in 2005. Executive Vice President since December 2005. Previously served as Senior Vice President from December 2000 until December 2005.

Dwight H. Evans
Executive Vice President
Age 57

Elected in 2001. Executive Vice President since May 2001. Previously served as President and Chief Executive Officer of Mississippi Power from March 1995 to May 2001.

Thomas A. Fanning
Executive Vice President, Chief Financial Officer and Treasurer
Age 48

Elected in 2003. Executive Vice President, Chief Financial Officer and Treasurer since April 2003. Previously served as President, Chief Executive Officer and Director of Gulf Power from 2002 to April 2003; and Executive Vice President, Treasurer and Chief Financial Officer of Georgia Power from 1999 to 2002.

Michael D. Garrett
Executive Vice President
Age 56

Elected in 2004. Executive Vice President since January 1, 2004. He also serves as President and Director of Georgia Power since January 1, 2004 and Chief Executive Officer of Georgia Power since April 2004. Previously served as President, Chief Executive Officer and Director of Mississippi Power from 2001 to 2003; and Executive Vice President — Customer Service of Alabama Power from January 2000 to May 2001.

G. Edison Holland, Jr.
Executive Vice President
Age 53

Elected in 2001. Executive Vice President since 2001. Previously served as Director, President and Chief Executive Officer of Savannah Electric from 1997 until 2001.

Anthony R. James
Executive Vice President
Age 55

Elected in 2005. Executive Vice President of Southern Company since December 2005. Previously served as Chairman of Savannah Electric from December 2005 through January 2006; President and Chief Executive Officer of Savannah Electric from April 2001 to December 2005 and Vice President of Savannah Electric from July 2000 until April 2001.

Charles D. McCrary
Executive Vice President
Age 54

Elected in 1998. Executive Vice President of Southern Company since February 2002; President and Chief Executive Officer of Alabama Power since October 2001. Previously served as President and Chief Operating Officer of Alabama Power from April 2001 to October 2001; and Vice President of Southern Company from February 1998 to April 2001.

W. Paul Bowers
Executive Vice President of SCS
Age 49

Elected in 2001. Executive Vice President of SCS since May 2001 and previously served as President and Chief Executive Officer of Southern Power from May 2001 to March 2005. He also previously served as Senior Vice President and Chief Marketing Officer of Southern Company from March 2000 to May 2001.

J. Barnie Beasley
President and Chief Executive Officer of Southern Nuclear
Age 54

Elected in 2004. President and Chief Executive Officer of Southern Nuclear since September 2004. Previously served as Executive Vice President of Southern Nuclear from January 2004 to September 2004; and Vice President from July 1998 through December 2003.

     The officers of Southern Company were elected for a term running from the first meeting of the directors following the last annual meeting (May 25, 2005) for one year until the first board meeting after the next annual meeting or until their successors are elected and have qualified, except for Messrs. Dearman and James, whose elections were effective December 12, 2005.

EXECUTIVE OFFICERS OF ALABAMA POWER

(Identification of executive officers of Alabama Power is inserted in Part I in accordance with Regulation S-K, Item 401(b), Instruction 3.) The ages of the officers set forth below are as of December 31, 2005.

Charles D. McCrary
President, Chief Executive Officer and Director
Age 54
Elected in 2001. President, Chief Executive Officer and Director since October 2001; Executive Vice President of Southern Company since February 2002. Previously served as President and Chief Operating Officer of Alabama Power from April 2001 to October 2001; and Vice President of Southern Company from February 1998 to April 2001.

Art P. Beattie
Executive Vice President, Chief Financial Officer and Treasurer
Age 51
Elected in 2004. Executive Vice President, Chief Financial Officer and Treasurer since February 2005. Previously served as Vice President and Comptroller of Alabama Power from 1998 through January 2005.

C. Alan Martin
Executive Vice President
Age 57
Elected in 1999. Executive Vice President of the Customer Service Organization since 2001. Previously served as Executive Vice President of External Affairs from January 2000 to April 2001.

Steven R. Spencer
Executive Vice President
Age 50
Elected in 2001. Executive Vice President of External Affairs since 2001. Previously served as Senior Vice President of External Affairs from July 2000 to April 2001.

Jerry L. Stewart
Senior Vice President
Age 56
Elected in 1999. Senior Vice President of Fossil and Hydro Generation since 1999.

     The officers of Alabama Power were elected for a term running from the last annual organizational meeting of the directors (April 22, 2005) for one year until the next annual meeting or until their successors are elected and have qualified.

EXECUTIVE OFFICERS OF MISSISSIPPI POWER

(Identification of executive officers of Mississippi Power is inserted in Part I in accordance with Regulation S-K, Item 401(b), Instruction 3.) The ages of the officers set forth below are as of December 31, 2005.

Anthony J. Topazi
President, Chief Executive Officer and Director
Age 55
Elected in 2003. President, Chief Executive Officer and Director since January 1, 2004. Previously served as Executive Vice President of Southern Company Generation and Energy Marketing from November 2000 to December 2003; Senior Vice President of Southern Power from November 2002 to December 2003; and Vice President of Southern Power from 2001 until November 2002.

John W. Atherton
Vice President
Age 45
Elected in 2004. Vice President of External Affairs since January 2005. Previously served as the Director of Economic Development from September 2003 to January 2005; Manager, Sales and Marketing Services from April 2002 to August 2003; and Manager, State Legislative Affairs from August 1996 to April 2002.

Kimberly D. Flowers
Vice President
Age 41
Elected in 2005. Vice President and Senior Production Officer since March 2005. Previously served as Plant Manager, Plant Bowen, Georgia Power from November 2000 until March 2005.

Bobby J. Kerley
Vice President
Age 52
Elected in 2003. Vice President of Customer Services and Retail Marketing since December 2003. Previously served at Alabama Power as Division Vice President — Southeast Division Office from April 2001 to December 2003; Division Manager — Operations, Birmingham Division Office from January 2001 to April 2001; and Transmission Lines Manager, Corporate Headquarters from March 1997 to January 2001.

Frances Turnage
Vice President, Treasurer and
Chief Financial Officer
Age 57
Elected in 2005. Vice President, Treasurer and Chief Financial Officer since March 2005. Previously served as Comptroller from 1993 to March 2005.

     The officers of Mississippi Power were elected for a term running from the last annual organizational meeting of the directors (April 27, 2005) for one year until the next annual meeting or until their successors are elected and have qualified.

PART II

Item 5.		MARKET FOR REGISTRANTS’ COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

(a)

The common stock of Southern Company is listed and traded on the New York Stock Exchange. The common stock is also traded on regional exchanges across the United States. High and low stock prices, per the New York Stock Exchange Composite Tape, during each quarter for the past two years were as follows:

		High				Low
2005
First Quarter		$	34.08			$	31.25
Second Quarter			34.91				31.78
Third Quarter			36.16				33.47
Fourth Quarter			36.07				33.28
2004
First Quarter		$	30.87			$	29.10
Second Quarter			30.59				27.86
Third Quarter			30.65				28.86
Fourth Quarter			33.92				29.95

There is no market for the other registrants’ common stock, all of which is owned by Southern Company.

	(b)		Number of Southern Company’s common stockholders of record at December 31, 2005: 118,285
			Each of the other registrants have one common stockholder, Southern Company.
	(c)		Dividends on each registrant’s common stock are payable at the discretion of their respective board of directors. The dividends on common stock declared by Southern Company and the retail operating companies to their stockholder(s) for the past two years were as follows:

Registrant		Quarter		2005				2004
				(in thousands)
Southern Company		First		$	265,958			$	257,506
		Second			277,679				258,318
		Third			277,625				264,051
		Fourth			276,306				264,859
Alabama Power		First		$	102,475			$	109,325
		Second			102,475				109,325
		Third			102,475				109,325
		Fourth			102,475				109,325
Georgia Power		First		$	139,025				141,375
		Second			139,025				141,375
		Third			139,025				141,375
		Fourth			139,025				141,375
Gulf Power		First		$	17,100			$	17,500
		Second			17,100				17,500
		Third			17,100				17,500
		Fourth			17,100				17,500
Mississippi Power		First		$	15,500			$	16,550
		Second			15,500				16,550
		Third			15,500				16,550
		Fourth			15,500				16,550
Savannah Electric		First		$	6,675			$	5,800
		Second			6,675				5,800
		Third			6,675				5,800
		Fourth			6,675				5,800

In 2004 and 2005, Southern Power paid $320 million and $72.4 million, respectively, in dividends to Southern Company.

The dividend paid per share of Southern Company’s common stock was 35¢ for the first two quarters of 2004 and 35.75¢ for the last two quarters of 2004 and first quarter of 2005 and 37.25¢ for the second, third and fourth quarters of 2005.

At December 31, 2005, in accordance with its first mortgage bond indenture, $68 million of Savannah Electric’s retained earnings was restricted against payment of cash dividends. Southern Power’s credit facility contains potential limitations on the payment of common stock dividends. At December 31, 2005, Southern Power was in compliance with the conditions of this credit facility and thus had no restrictions on its ability to pay common stock dividends. See Note 8 to the financial statements of Southern Company under “Common Stock Dividend Restrictions,” Note 6 to the financial statements of Savannah Electric under “Common Stock Dividend Restrictions” and Note 5 to the financial statements of Southern Power under “Dividend Restriction” in Item 8 herein for additional information regarding these restrictions.

(d) Issuer Purchases of Equity Securities

Maximum

Total

Approximate

Number

Dollar

Of Shares

Value

Purchased

Of Shares

As Part

That

Total

Average

Of

May Yet

Number

Price

Publicly

Be Purchased

Of

Paid

Announced

Under the

Shares

Per

Plans or

Plans or

2005

Purchased

Share

Programs

Programs (1)

October 1-31

191,417

$

34.19

191,417

N/A

November 1-30

40,241

$

34.46

40,241

N/A

December 1-31

94,333

$

35.04

94,333

N/A

Total

325,991

$

34.47

325,991

N/A