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ALABAMA POWER CO - Quarter Report: 2005 June (Form 10-Q)

THE SOUTHERN COMPANY
Table of Contents

 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q
þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2005
OR
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____to_____
         
Commission   Registrant, State of Incorporation,   I.R.S. Employer
File Number   Address and Telephone Number   Identification No.
1-3526
  The Southern Company   58-0690070
 
  (A Delaware Corporation)    
 
  270 Peachtree Street, N.W.    
 
  Atlanta, Georgia 30303    
 
  (404) 506-5000    
 
       
1-3164
  Alabama Power Company   63-0004250
 
  (An Alabama Corporation)    
 
  600 North 18th Street    
 
  Birmingham, Alabama 35291    
 
  (205) 257-1000    
 
       
1-6468
  Georgia Power Company   58-0257110
 
  (A Georgia Corporation)    
 
  241 Ralph McGill Boulevard, N.E.    
 
  Atlanta, Georgia 30308    
 
  (404) 506-6526    
 
       
0-2429
  Gulf Power Company   59-0276810
 
  (A Maine Corporation)    
 
  One Energy Place    
 
  Pensacola, Florida 32520    
 
  (850) 444-6111    
 
       
001-11229
  Mississippi Power Company   64-0205820
 
  (A Mississippi Corporation)    
 
  2992 West Beach    
 
  Gulfport, Mississippi 39501    
 
  (228) 864-1211    
 
       
1-5072
  Savannah Electric and Power Company   58-0418070
 
  (A Georgia Corporation)    
 
  600 East Bay Street    
 
  Savannah, Georgia 31401    
 
  (912) 644-7171    
 
       
333-98553
  Southern Power Company   58-2598670
 
  (A Delaware Corporation)    
 
  270 Peachtree Street, N.W.    
 
  Atlanta, Georgia 30303    
 
  (404) 506-5000    

 


Table of Contents

     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 whether the registrant is an accelerated filer (as defined by Rule 12b-2 of the Securities Exchange Act of 1934).
                 
Registrant   Yes     No  
The Southern Company
    x          
Alabama Power Company
            x  
Georgia Power Company
            x  
Gulf Power Company
            x  
Mississippi Power Company
            x  
Savannah Electric and Power Company
            x  
Southern Power Company
            x  
             
    Description of   Shares Outstanding  
Registrant   Common Stock   at June 30, 2005  
The Southern Company
  Par Value $5 Per Share     746,811,645  
Alabama Power Company
  Par Value $40 Per Share     9,250,000  
Georgia Power Company
  Without Par Value     7,761,500  
Gulf Power Company
  Without Par Value     992,717  
Mississippi Power Company
  Without Par Value     1,121,000  
Savannah Electric and Power Company
  Par Value $5 Per Share     10,844,635  
Southern Power Company
  Par Value $0.01 Per Share     1,000  
     This combined Form 10-Q is separately filed by The Southern Company, Alabama Power Company, Georgia Power Company, Gulf Power Company, Mississippi Power Company, Savannah Electric and Power Company, and Southern Power Company. Information contained herein relating to any individual company is filed by such company on its own behalf. Each company makes no representation as to information relating to the other companies.
 
 

 


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INDEX TO QUARTERLY REPORT ON FORM 10-Q
June 30, 2005
         
    Page  
    Number  
    5  
    6  
 
       
PART I — FINANCIAL INFORMATION
       
 
       
Item 1. Financial Statements (Unaudited)
       
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
       
       
    8  
    9  
    10  
    12  
    13  
       
    29  
    29  
    30  
    31  
    33  
       
    46  
    46  
    47  
    48  
    50  
       
    62  
    62  
    63  
    64  
    66  
       
    76  
    76  
    77  
    78  
    80  
       
    90  
    90  
    91  
    92  
    94  
       
    104  
    104  
    105  
    106  
    108  
    114  
    27  
    27  

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INDEX TO QUARTERLY REPORT ON FORM 10-Q
June 30, 2005
         
    Page  
    Number  
       
 
       
    129  
 
    129  
 
Item 3. Defaults Upon Senior Securities
  Inapplicable
 
    130  
 
Item 5. Other Information
  Inapplicable
 
    132  
 
    137  

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DEFINITIONS
     
TERM   MEANING
 
   
Alabama Power
  Alabama Power Company
AFUDC
  Allowance for funds used during construction
BMA
  Bond Market Association
Clean Air Act
  Clean Air Act Amendments of 1990
DOE
  U.S. Department of Energy
ECO Plan
  Environmental Compliance Overview Plan
EPA
  U.S. Environmental Protection Agency
FASB
  Financial Accounting Standards Board
FERC
  Federal Energy Regulatory Commission
Form 10-K
  Combined Annual Report on Form 10-K of Southern Company,
 
  Alabama Power, Georgia Power, Gulf Power, Mississippi Power,
 
  Savannah Electric, and Southern Power for the year ended
 
  December 31, 2004
Georgia Power
  Georgia Power Company
Gulf Power
  Gulf Power Company
IIC
  Intercompany Interchange Contract
IRC
  Internal Revenue Code of 1986, as amended
IRS
  Internal Revenue Service
LIBOR
  London Interbank Offered Rate
Mirant
  Mirant Corporation
Mississippi Power
  Mississippi Power Company
Moody’s
  Moody’s Investors Service, Inc.
MW
  Megawatts
NRC
  Nuclear Regulatory Commission
PEP
  Performance Evaluation Plan
PPA
  Purchase Power Agreement
PSC
  Public Service Commission
PUHCA
  Public Utility Holding Company Act of 1935, as amended
retail operating companies
  Alabama Power, Georgia Power, Gulf Power, Mississippi Power, and Savannah Electric
RTO
  Regional Transmission Organization
S&P
  Standard and Poor’s, a division of The McGraw-Hill Companies, Inc.
Savannah Electric
  Savannah Electric and Power Company
SCS
  Southern Company Services, Inc.
SEC
  Securities and Exchange Commission
Southern Company
  The Southern Company
Southern Company GAS
  Southern Company Gas LLC
Southern Company system
  Southern Company, the retail operating companies, Southern Power, and other subsidiaries
Southern Power
  Southern Power Company
Super Southeast
  Southern Company’s traditional service territory, Alabama, Florida, Georgia, and Mississippi, plus the surrounding states of Kentucky, Louisiana, North Carolina, South Carolina, Tennessee, and Virginia

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
     This Quarterly Report on Form 10-Q contains forward-looking statements. Forward-looking statements include, among other things, statements concerning the strategic goals for Southern Company’s wholesale business, retail sales growth, storm damage cost recovery, environmental regulations and expenditures, financing activities, completion of construction projects, impacts of adoption of new accounting rules, 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, 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 related 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;
 
  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.

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THE SOUTHERN COMPANY
AND SUBSIDIARY COMPANIES

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THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
                                 
    For the Three Months     For the Six Months  
    Ended June 30,     Ended June 30,  
    2005     2004     2005     2004  
    (in thousands)     (in thousands)  
Operating Revenues:
                               
Retail revenues
  $ 2,555,091     $ 2,477,856     $ 4,823,900     $ 4,621,945  
Sales for resale
    384,909       343,793       731,974       694,530  
Other electric revenues
    109,347       94,220       210,442       187,791  
Other revenues
    95,088       93,026       242,579       236,944  
 
                       
Total operating revenues
    3,144,435       3,008,895       6,008,895       5,741,210  
 
                       
Operating Expenses:
                               
Fuel
    1,012,474       869,978       1,933,858       1,708,750  
Purchased power
    123,677       218,066       221,893       337,824  
Other operations
    579,452       569,443       1,105,551       1,083,458  
Maintenance
    259,975       268,459       554,067       505,956  
Depreciation and amortization
    287,879       233,449       580,488       474,103  
Taxes other than income taxes
    162,863       154,583       325,861       313,067  
 
                       
Total operating expenses
    2,426,320       2,313,978       4,721,718       4,423,158  
 
                       
Operating Income
    718,115       694,917       1,287,177       1,318,052  
Other Income and (Expense):
                               
Allowance for equity funds used during construction
    14,011       9,467       30,870       17,651  
Interest income
    6,223       6,455       11,495       14,109  
Equity in losses of unconsolidated subsidiaries
    (29,574 )     (21,253 )     (52,678 )     (46,569 )
Leveraged lease income
    18,677       17,005       36,925       32,932  
Interest expense, net of amounts capitalized
    (154,216 )     (138,613 )     (293,202 )     (269,198 )
Interest expense to affiliate trusts
    (31,931 )     (31,985 )     (63,861 )     (31,985 )
Distributions on mandatorily redeemable preferred securities
                      (31,168 )
Preferred dividends of subsidiaries
    (7,402 )     (9,539 )     (14,804 )     (15,011 )
Other income (expense), net
    (1,895 )     (15,302 )     (7,631 )     (23,464 )
 
                       
Total other income and (expense)
    (186,107 )     (183,765 )     (352,886 )     (352,703 )
 
                       
Earnings Before Income Taxes
    532,008       511,152       934,291       965,349  
Income taxes
    145,187       159,020       224,510       282,075  
 
                       
Consolidated Net Income
  $ 386,821     $ 352,132     $ 709,781     $ 683,274  
 
                       
Common Stock Data:
                               
Consolidated basic earnings per share
  $ 0.52     $ 0.48     $ 0.95     $ 0.93  
Consolidated diluted earnings per share
  $ 0.52     $ 0.47     $ 0.95     $ 0.92  
Average number of basic shares of common stock outstanding (in thousands)
    746,823       738,185       745,424       737,412  
Average number of diluted shares of common stock outstanding (in thousands)
    751,016       742,453       749,360       741,920  
Cash dividends paid per share of common stock
  $ 0.3725     $ 0.350     $ 0.7300     $ 0.700  
The accompanying notes as they relate to Southern Company are an integral part of these condensed financial statements.

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THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
                 
    For the Six Months  
    Ended June 30,  
    2005     2004  
    (in thousands)  
Operating Activities:
               
Consolidated net income
  $ 709,781     $ 683,274  
Adjustments to reconcile consolidated net income to net cash provided from operating activities —
               
Depreciation and amortization
    687,205       569,766  
Deferred income taxes and investment tax credits
    175,751       325,804  
Allowance for equity funds used during construction
    (30,870 )     (17,651 )
Equity in losses of unconsolidated subsidiaries
    52,678       46,569  
Leveraged lease income
    (36,925 )     (32,932 )
Pension, postretirement, and other employee benefits
    25,860       8,794  
Tax benefit of stock options
    36,963       15,110  
Hedge settlements
    (19,860 )     5,548  
Natural disaster reserve accounting order
    45,000        
Other, net
    (48,388 )     (53,537 )
Changes in certain current assets and liabilities —
 
Receivables, net
    (361,124 )     (282,363 )
Fossil fuel stock
    (112,968 )     (7,501 )
Materials and supplies
    (21,615 )     (9,699 )
Other current assets
    43,757       (5,916 )
Accounts payable
    (109,448 )     (24,771 )
Accrued taxes
    (80,978 )     (138,495 )
Accrued compensation
    (210,061 )     (199,683 )
Other current liabilities
    47,384       19,158  
Net cash provided from operating activities
    792,142       901,475  
Investing Activities:
               
Gross property additions
    (1,183,777 )     (1,039,120 )
Investment in unconsolidated subsidiaries
    (51,870 )     (49,276 )
Cost of removal net of salvage
    (41,485 )     (42,078 )
Construction receivables/payables, net
    (59,860 )     (20,768 )
Other
    44,808       (12,566 )
Net cash used for investing activities
    (1,292,184 )     (1,163,808 )
Financing Activities:
               
Increase in notes payable, net
    510,947       170,439  
Proceeds —
               
Long-term debt
    870,695       840,122  
Mandatorily redeemable preferred securities
          200,000  
Preferred stock
          175,000  
Common stock
    148,609       62,059  
Redemptions —
               
Long-term debt
    (436,474 )     (493,836 )
Mandatorily redeemable preferred securities
          (240,000 )
Preferred stock
          (28,388 )
Common stock repurchased
    (62,321 )      
Special deposits — redemption funds
    (102,481 )      
Payment of common stock dividends
    (543,637 )     (515,824 )
Other
    (21,737 )     (27,348 )
Net cash provided from financing activities
    363,601       142,224  
Net Change in Cash and Cash Equivalents
    (136,441 )     (120,109 )
Cash and Cash Equivalents at Beginning of Period
    373,199       311,274  
Cash and Cash Equivalents at End of Period
  $ 236,758     $ 191,165  
Supplemental Cash Flow Information:
               
Cash paid during the period for —
               
Interest (net of $12,589 and $22,613 capitalized for 2005 and 2004, respectively)
  $ 312,975     $ 277,681  
Income taxes (net of refunds)
  $ 45,896     $ 30,810  
The accompanying notes as they relate to Southern Company are an integral part of these condensed financial statements.

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THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
                 
    At June 30,     At December 31,  
Assets   2005     2004  
    (in thousands)  
Current Assets:
               
Cash and cash equivalents
  $ 236,758     $ 373,199  
Receivables —
               
Customer accounts receivable
    827,910       755,436  
Unbilled revenues
    357,901       304,479  
Under recovered regulatory clause revenues
    372,617       530,898  
Special deposits — redemption funds
    100,005       5  
Other accounts and notes receivable
    306,626       310,966  
Accumulated provision for uncollectible accounts
    (37,316 )     (46,100 )
Fossil fuel stock, at average cost
    438,338       325,370  
Vacation pay
    105,292       105,437  
Materials and supplies, at average cost
    623,434       601,820  
Prepaid expenses
    140,770       126,059  
Other
    113,662       83,665  
 
           
Total current assets
    3,585,997       3,471,234  
 
           
Property, Plant, and Equipment:
               
In service
    42,905,926       41,437,517  
Less accumulated depreciation
    15,289,111       14,950,939  
 
           
 
    27,616,815       26,486,578  
Nuclear fuel, at amortized cost
    212,535       218,133  
Construction work in progress
    1,065,888       1,656,772  
 
           
Total property, plant, and equipment
    28,895,238       28,361,483  
 
           
Other Property and Investments:
               
Nuclear decommissioning trusts, at fair value
    920,020       904,828  
Leveraged leases
    1,041,834       976,000  
Other
    359,765       380,904  
 
           
Total other property and investments
    2,321,619       2,261,732  
 
           
Deferred Charges and Other Assets:
               
Deferred charges related to income taxes
    877,424       864,477  
Prepaid pension costs
    1,004,737       985,633  
Unamortized debt issuance expense
    164,459       153,351  
Unamortized loss on reacquired debt
    316,101       323,394  
Deferred under recovered regulatory clause revenues
    362,692        
Other regulatory assets
    199,314       246,644  
Other
    342,561       294,138  
 
           
Total deferred charges and other assets
    3,267,288       2,867,637  
 
           
Total Assets
  $ 38,070,142     $ 36,962,086  
 
           
The accompanying notes as they relate to Southern Company are an integral part of these condensed financial statements.

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THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
                 
    At June 30,     At December 31,  
Liabilities and Stockholders' Equity   2005     2004  
    (in thousands)  
Current Liabilities:
               
Securities due within one year
  $ 1,168,641     $ 983,282  
Notes payable
    937,341       426,394  
Accounts payable
    719,928       884,240  
Customer deposits
    209,858       200,454  
Accrued taxes —
               
Income taxes
    113,103       47,237  
Other
    255,224       243,200  
Accrued interest
    189,946       179,301  
Accrued vacation pay
    137,186       137,452  
Accrued compensation
    221,863       431,023  
Other
    337,844       278,477  
 
           
Total current liabilities
    4,290,934       3,811,060  
 
           
Long-term Debt
    10,727,802       10,488,076  
 
           
Long-term Debt Payable to Affiliated Trusts
    1,960,644       1,960,644  
 
           
Deferred Credits and Other Liabilities:
               
Accumulated deferred income taxes
    5,331,754       5,237,162  
Deferred credits related to income taxes
    327,646       372,528  
Accumulated deferred investment tax credits
    539,266       552,108  
Employee benefit obligations
    908,060       864,216  
Asset retirement obligations
    932,397       903,385  
Other cost of removal obligations
    1,317,722       1,295,871  
Miscellaneous regulatory liabilities
    331,926       327,710  
Other
    292,111       311,167  
 
           
Total deferred credits and other liabilities
    9,980,882       9,864,147  
 
           
Total Liabilities
    26,960,262       26,123,927  
 
           
Preferred Stock of Subsidiaries
    560,442       560,472  
 
           
Common Stockholders’ Equity:
               
Common stock, par value $5 per share —
               
Authorized — 1 billion shares
               
Issued — June 30, 2005: 748,895,394 Shares;
               
— December 31, 2004: 741,734,998 Shares
               
Treasury — June 30, 2005: 2,083,749 Shares;
               
— December 31, 2004: 240,425 Shares
               
Par value
    3,744,477       3,708,675  
Paid-in capital
    1,018,964       868,747  
Treasury, at cost
    (68,691 )     (5,557 )
Retained earnings
    6,004,775       5,838,986  
Accumulated other comprehensive loss
    (150,087 )     (133,164 )
 
           
Total Common Stockholders’ Equity
    10,549,438       10,277,687  
 
           
Total Liabilities and Stockholders’ Equity
  $ 38,070,142     $ 36,962,086  
 
           
The accompanying notes as they relate to Southern Company are an integral part of these condensed financial statements.

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THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
                                 
    For the Three Months     For the Six Months  
    Ended June 30,     Ended June 30,  
    2005     2004     2005     2004  
    (in thousands)     (in thousands)  
Consolidated Net Income
  $ 386,821     $ 352,132     $ 709,781     $ 683,274  
Other comprehensive income (loss):
                               
Change in fair value of marketable securities, net of tax of $(346), $(754), $(2,075) and $3,307, respectively
    (598 )     (1,721 )     (3,924 )     5,902  
Changes in fair value of qualifying hedges, net of tax of $(12,769), $15,514, $(10,744) and $7,803, respectively
    (20,515 )     25,274       (17,352 )     12,570  
Reclassification adjustment for amounts included in net income, net of tax of $988, $2,214, $2,998 and $4,385, respectively
    1,202       3,570       4,353       7,060  
 
                       
COMPREHENSIVE INCOME
  $ 366,910     $ 379,255     $ 692,858     $ 708,806  
 
                       
The accompanying notes as they relate to Southern Company are an integral part of these condensed financial statements.

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THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
SECOND QUARTER 2005 vs. SECOND QUARTER 2004
AND
YEAR-TO-DATE 2005 vs. YEAR-TO-DATE 2004
OVERVIEW
Discussion of the results of operations is focused on Southern Company’s primary business of electricity sales in the Southeast by the retail operating companies — Alabama Power, Georgia Power, Gulf Power, Mississippi Power, and Savannah Electric — and Southern Power. Southern Power is an electric wholesale generation subsidiary with market-based rate authority. Southern Company’s other business activities include investments in synthetic fuels and leveraged lease projects, telecommunications, energy-related services, and natural gas marketing. For additional information on these businesses, see BUSINESS — The SOUTHERN System — “Retail Operating Companies,” “Southern Power,” and “Other Business” in Item 1 of the Form 10-K. Also see Note (P) to the Condensed Financial Statements herein for information on a letter of intent signed in July 2005 to sell the assets of Southern Company GAS, the natural gas marketing business.
     Southern Company continues to focus on several key performance indicators. These indicators include customer satisfaction, peak season equivalent forced outage rate, return on equity, and earnings per share. For additional information on these indicators, see MANAGEMENT’S DISCUSSION AND ANALYSIS — OVERVIEW — “Key Performance Indicators” of Southern Company in Item 7 of the Form 10-K.
RESULTS OF OPERATIONS
Earnings
Southern Company’s second quarter and year-to-date 2005 earnings were $387 million ($0.52 per share) and $710 million ($0.95 per share) compared with $352 million ($0.48 per share) and $683 million ($0.93 per share), respectively, for the corresponding periods in 2004. Increases in earnings in the second quarter and year-to-date 2005 primarily resulted from sustained economic strength and customer growth in the Southern Company service area, as well as a base rate increase at Georgia Power. These increases were partially offset by mild weather, the expiration of certain provisions of Georgia Power’s three-year retail rate plan ending December 31, 2004 (2001 Retail Rate Plan), and higher maintenance costs as compared to the corresponding periods in 2004.
     Significant income statement items appropriate for discussion include the following:
                                 
    Increase (Decrease)
    Second Quarter   Year-To-Date
    (in thousands)   %   (in thousands)   %
Retail revenues
  $ 77,235       3.1     $ 201,955       4.4  
Sales for resale
    41,116       12.0       37,444       5.4  
Other electric revenues
    15,127       16.1       22,651       12.1  
Fuel expense
    142,496       16.4       225,108       13.2  
Purchased power expense
    (94,389 )     (43.3 )     (115,931 )     (34.3 )
Maintenance expense
    (8,484 )     (3.2 )     48,111       9.5  
Depreciation and amortization expense
    54,430       23.3       106,385       22.4  
Allowance for equity funds used during construction
    4,544       48.0       13,219       74.9  
Interest expense, net of amounts capitalized
    15,603       11.3       24,004       8.9  
Other income (expense), net
    13,407       87.6       15,833       67.5  
Income taxes
    (13,833 )     (8.7 )     (57,565 )     (20.4 )

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
     Retail revenues. The chart below reflects the primary drivers of the 3.1% and 4.4% increases in retail revenues in the second quarter and year-to-date 2005 when compared to the prior year. Changes in revenue related to cost recovery mechanisms such as fuel and environmental have no effect on net income. In the second quarter and year-to-date 2005, retail kilowatt-hour energy sales decreased by 1.8% and 1.3%, respectively, from the same periods a year ago, primarily due to milder weather. The decrease was partially offset by continued customer and demand growth due to sustained economic growth in the Southeast. The number of retail customers increased by 1.5% and weather-adjusted average consumption by retail customers increased by 0.5% and 0.7%, respectively, in the second quarter and year-to-date 2005 when compared with the second quarter and year-to-date 2004.
     Details of retail revenues are as follows:
                                 
 
    Second Quarter           Year-to-Date    
    2005           2005    
    (in millions)   % change   (in millions)   % change
Retail — prior year
  $ 2,478             $ 4,622          
Change in —
                               
Base rates
    53       2.1       101       2.2  
Sales growth
    28       1.1       64       1.4  
Weather
    (47 )     (1.9 )     (73 )     (1.6 )
Fuel cost recovery
    31       1.3       95       2.1  
Other cost recovery
    12       0.5       15       0.3  
 
Retail — current year
  $ 2,555       3.1 %   $ 4,824       4.4 %
 
     Sales for resale. In the second quarter and year-to-date 2005, sales for resale increased $41.1 million, or 12.0%, and $37.4 million, or 5.4%, respectively, over the same periods in 2004. The increases reflect a rise in fuel revenues due to the higher cost of fuel and new wholesale contracts between Georgia Power and 30 electric membership cooperatives (EMCs) and Flint EMC, both beginning in January 2005. In addition, Southern Power entered into new wholesale contracts with Flint EMC in January 2005 and added additional wholesale revenues through its acquisition of Oleander Power Project, L.P. (Oleander) and assumption of associated PPAs in June 2005. See FUTURE EARNINGS POTENTIAL — “Other Matters” herein for additional information on the Oleander acquisition.
     Other electric revenues. In the second quarter and year-to-date 2005, when compared to the same periods in 2004, other electric revenues increased $15.1 million, or 16.1%, and $22.7 million, or 12.1%, respectively. These increases were primarily due to higher transmission revenues of $6.1 million and $8.5 million, and increased outdoor lighting revenues of $1.7 million and $3.2 million in the second quarter and year-to-date 2005, respectively, as compared to the same periods in 2004. In addition, customer fees increased $1.3 million and $2.4 million in the second quarter and year-to-date 2005, respectively, over the corresponding periods in 2004. Other electric revenues also increased by $1.5 million in the second quarter and year-to-date 2005 when compared to the same periods in 2004 as the result of an Alabama Power customer’s early termination of a contract.
     Fuel expense. Fuel expense was higher in the second quarter and year-to-date 2005 due to increases of 19.0% and 15.0%, respectively, in the average unit cost of fuel per net kilowatt-hour generated when compared to the same periods in the prior year. Increases in fuel expense at the retail operating companies are generally offset by fuel revenues and do not affect net income. Fuel expenses incurred under Southern Power’s PPAs are generally the responsibility of the counterparties, and do not significantly affect net income.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
     Purchased power expense. The 43.3% and 34.3% decreases in purchased power expense in the second quarter and year-to-date 2005, respectively, compared with the same periods in the prior year are primarily a result of lower kilowatt-hour purchases resulting from milder weather reducing demand and a decrease in the cost of purchased power per kilowatt-hour. Since these expenses are offset by energy revenues, they generally do not have a significant impact on earnings.
     Maintenance expense. The $48.1 million increase in maintenance expense year-to-date 2005 is mainly attributable to $45 million of expenses recorded by Alabama Power in accordance with an accounting order approved by the Alabama PSC to offset the costs of Hurricane Ivan and restore the natural disaster reserve. In accordance with the accounting order, Alabama Power also returned certain regulatory liabilities related to deferred taxes to its retail customers; therefore, the combined effects of this accounting order had no impact on net income. See Note 3 to the financial statements of Southern Company under “Gulf Power and Alabama Power Storm Damage Recovery” in Item 8 of the Form 10-K and “Income taxes” below for additional information.
     Depreciation and amortization expense. The $54.4 million and $106.4 million increases in depreciation and amortization in the second quarter and year-to-date 2005, respectively, when compared to the prior year are due to the expiration in 2004 of certain provisions in Georgia Power’s 2001 Retail Rate Plan. In accordance with the 2001 Retail Rate Plan, Georgia Power amortized an accelerated cost recovery liability equally as a credit to amortization expense and recognized new Georgia PSC-certified purchased power costs in rates evenly over the three years ended December 31, 2004. This treatment resulted in a credit to amortization expense of $47 million and $94 million during the second quarter and year-to-date 2004, respectively. See Note 3 to the financial statements of Southern Company under “Georgia Power Retail Rate Activity” in Item 8 of the Form 10-K for additional information.
     Allowance for equity funds used during construction. The $13.2 million increase in AFUDC equity year-to-date 2005 compared to the same period in the prior year relates primarily to construction of the McIntosh combined cycle units 10 and 11 by Georgia Power and Savannah Electric. See Note 3 to the financial statements of Southern Company under “Plant McIntosh Construction Project” in Item 8 of the Form 10-K for further information. AFUDC equity is non-taxable. See Note (H) to the Condensed Financial Statements herein for information on the impact on Southern Company’s 2005 annual effective tax rate.
     Interest expense, net of amounts capitalized. The $15.6 million and $24.0 million increases in interest expense, net of amounts capitalized, in the second quarter and year-to-date 2005, respectively, when compared to the same periods in 2004 are mainly attributed to an increase in the amount of senior notes outstanding and lower amounts of interest capitalized as projects have reached completion, partially offset by refinancing with lower interest-rate long-term debt. See MANAGEMENT’S DISCUSSION AND ANALYSIS — FINANCIAL CONDITION AND LIQUIDITY — “Financing Activities” of Southern Company in Item 7 of the Form 10-K and herein for additional information.
     Other income (expense), net. The increases in other income (expense), net, of $13.4 million and $15.8 million in the second quarter and year-to-date 2005, respectively, when compared to the same periods in the prior year, are a result of $5.5 million and $6.2 million increases in flat bill revenues for the second quarter and year-to-date 2005, respectively, and a $4.9 million increase for the second quarter and year-to-date 2005, related to the timing of the employee stock ownership plan contribution when compared to the prior year periods.
     Income taxes. The $13.8 million decrease in income taxes in the second quarter 2005 compared to the prior year is primarily due to a $8.8 million increase in tax benefits received related to higher production at synfuel production facilities. The $57.6 million decrease in year-to-date 2005 income taxes over the prior year is primarily the result of the impact of the Alabama PSC accounting order discussed under “Maintenance expense” above and, along with other items, is expected to result in an annual effective income tax rate of

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
approximately 27% for Southern Company in 2005. See Note 5 to the financial statements of Southern Company in Item 8 of the Form 10-K and Note (H) to the Condensed Financial Statements herein for additional information.
FUTURE EARNINGS POTENTIAL
The results of operations discussed above are not necessarily indicative of future earnings potential. The level of Southern Company’s future earnings depends on numerous factors that affect the opportunities, challenges, and risks of Southern Company’s primary business of selling electricity. These factors include the retail operating companies’ ability to maintain a stable regulatory environment, to achieve energy sales growth while containing costs, and to recover costs related to growing demand and increasingly stringent environmental standards. Another major factor is the profitability of the competitive market-based wholesale generating business and federal regulatory policy, which may impact Southern Company’s level of participation in this market. Future earnings for the electricity business in the near term will depend, in part, upon growth in energy sales, which is subject to a number of factors. These factors include weather, competition, new energy contracts with neighboring utilities, energy conservation practiced by customers, the price of electricity, the price elasticity of demand, and the rate of economic growth in the service area. For additional information relating to these issues, see BUSINESS — The SOUTHERN System — “Risk Factors” in Item 1 and MANAGEMENT’S DISCUSSION AND ANALYSIS — FUTURE EARNINGS POTENTIAL of Southern Company in Item 7 of the Form 10-K.
Environmental Matters
Compliance costs related to the Clean Air Act and other environmental regulations could affect earnings if such costs cannot be recovered. For additional information, including information on certain environmental litigation, see MANAGEMENT’S DISCUSSION AND ANALYSIS — FUTURE EARNINGS POTENTIAL — “Environmental Matters” of Southern Company in Item 7 and Note 3 to the financial statements of Southern Company under “Environmental Matters” in Item 8 of the Form 10-K.
New Source Review Actions
On June 3, 2005, the U.S. District Court for the Northern District of Alabama issued its decision in favor of Alabama Power on two primary legal issues in the case: (1) the scope of the routine maintenance repair and replacement exclusion under the New Source Review rules and (2) the proper test for calculating emissions increases under those rules. The court decided that routine maintenance repair and replacement must be defined with reference to what is routine in the industry as opposed to what is routine at an individual unit and emissions increases must be measured against the maximum hourly emission rate. The decision does not resolve the case, nor does it address other legal issues associated with the EPA’s allegations involving Plant Miller Units 3 and 4. In separate orders, the court dismissed Alabama Power’s motion for summary judgment on the other claims, stayed the entire case, and referred the parties to mediation to be completed by September 9, 2005. Alabama Power may refile its motion for summary judgment if the mediation proves unsuccessful. The Georgia Power and Savannah Electric case, which is pending in federal district court in Georgia, remains administratively closed. The ultimate outcome of these matters cannot now be determined. See MANAGEMENT’S DISCUSSION AND ANALYSIS — FUTURE EARNINGS POTENTIAL — “Environmental Matters — New Source Review Actions” of Southern Company in Item 7 and Note 3 to the financial statements of Southern Company under “Environmental Matters — New Source Review Actions” in Item 8 of the Form 10-K and Note (B) to the Condensed Financial Statements herein under “New Source Review Actions” for additional information.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Plant Wansley Environmental Litigation
In March 2005, the U.S. Court of Appeals for the Eleventh Circuit accepted Georgia Power’s petition for review of the U.S. District Court for the Northern District of Georgia’s December 15, 2004 order related to the Plant Wansley environmental litigation. Oral argument on that appeal has not been scheduled. The ultimate outcome of this matter cannot now be determined. See MANAGEMENT’S DISCUSSION AND ANALYSIS — FUTURE EARNINGS POTENTIAL — “Environmental Matters — Plant Wansley Environmental Litigation” of Southern Company in Item 7 and Note 3 to the financial statements of Southern Company under “Environmental Matters — Plant Wansley Environmental Litigation” in Item 8 of the Form 10-K and Note (B) to the Condensed Financial Statements herein under “Plant Wansley Environmental Litigation” for additional information.
Other Environmental Matters
The EPA issued the final Clean Air Interstate Rule on March 10, 2005. The rule addresses sulfur dioxide (SO2) and nitrogen oxide (NOx) emissions that contribute to nonattainment of the eight-hour ozone and fine particulate matter National Ambient Air Quality Standards. Twenty-eight eastern states, including each of the states within Southern Company’s service area, are subject to the fine particulate and/or the eight-hour ozone requirements set forth within the rule. The rule may require additional reductions of NOx and/or SO2 to be achieved by the installation of additional controls at Southern Company facilities or through the purchase of allowances. The impact of this final rule on Southern Company will, however, depend on the outcome of legal challenges and development and implementation of applicable state regulations and therefore cannot be determined at this time.
     On March 15, 2005, the EPA announced the final Clean Air Mercury Rule, selecting a cap-and-trade approach to be implemented in two phases, 2010 and 2018. The rule sets a permanent cap on emissions at the 2018 level and provides for an emissions allowance trading market. The impact of this final rule on Southern Company will depend on the outcome of legal challenges and development and implementation of applicable state regulations and therefore cannot be determined at this time.
     On June 15, 2005, the EPA issued final rules addressing Best Available Retrofit Technology (BART) standards under the Regional Haze Program. States must develop regulations to implement the federal regional haze requirements, including BART standards, by December 17, 2007. The impact of the final BART rules on Southern Company will depend on the outcome of any litigation over the final rules and the development and implementation of the applicable state regulations and therefore cannot be determined at this time.
     On June 14 and 15, 2005, the EPA published final rules approving the redesignation of the Atlanta metro area to “attainment” under the one-hour ground-level ozone standard.
FERC and State PSC Matters
Market-Based Rate Authority
See MANAGEMENT’S DISCUSSION AND ANALYSIS — FUTURE EARNINGS POTENTIAL — “FERC and State PSC Matters — Market-Based Rate Authority” of Southern Company in Item 7 and Note 3 to the financial statements of Southern Company under “Market-Based Rate Authority” in Item 8 of the Form 10-K for information on the FERC’s April 2004 order adopting a new interim analysis for measuring generation market power and a proceeding initiated by the FERC in December 2004 to assess Southern Company’s generation dominance within its retail service territory. Each of the retail operating companies and Southern Power has authorization from the FERC to sell power to non-affiliates at market-based prices. The retail operating companies and Southern Power also have FERC authority to make short-term opportunity sales at

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
market rates. Specific FERC approval must be obtained with respect to a market-based contract with an affiliate. On February 15, 2005, Southern Company submitted additional information related to generation dominance in its retail service territory. On July 8, 2005, the FERC initiated a hearing before an administrative law judge to review the generation market power issues. Any new market-based rate transactions in its retail service territory entered into after February 27, 2005 will be subject to refund to the level of the default cost-based rates, pending the outcome of the proceeding. In the event that the FERC’s default mitigation measures are ultimately applied, the retail operating companies and Southern Power may be required to charge cost-based rates for certain wholesale sales in the Southern Company retail service territory, which may be lower than negotiated market-based rates. The impact of such sales through June 30, 2005 is not material to Southern Company’s net income. The final outcome of this matter will depend on the form in which the final methodology for assessing generation market power and mitigation rules may be ultimately adopted and cannot be determined at this time.
     In addition, on May 5, 2005, the FERC issued an order expanding the generation market power proceeding initiated in December 2004 to include an investigation of whether Southern Company satisfies the other three parts of the FERC’s market-based rate analysis: transmission market power, barriers to entry, and affiliate abuse or reciprocal dealing. The FERC established a new refund period related to this expanded investigation. 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 beginning July 19, 2005. The FERC also directed that this expanded proceeding be held in abeyance pending the outcome of the proceeding on the IIC discussed below.
     Southern Company and its subsidiaries believe that there is no meritorious basis for these allegations and intend to vigorously defend themselves in the proceeding. However, the final outcome of this matter, including any remedies to be applied in the event of an adverse ruling in this proceeding, cannot now be determined.
Intercompany Interchange Contract
Also, on May 5, 2005, the FERC initiated a new proceeding to examine (1) the provisions of the IIC among Alabama Power, Georgia Power, Gulf Power, Mississippi Power, Savannah Electric, Southern Power, and SCS, as agent, under the terms of which the power pool of Southern Company is operated, and, in particular, the propriety of the continued inclusion of Southern Power as a party to the IIC, (2) whether any parties to the IIC have violated the FERC’s standards of conduct applicable to utility companies that are transmission providers, and (3) whether Southern Company’s code of conduct defining Southern Power as a “system company” rather than a “marketing affiliate” is just and reasonable. In 2000, in connection with the formation of Southern Power, the FERC authorized Southern Power’s inclusion in the IIC. The FERC also previously approved Southern Company’s code of conduct. The FERC order directs that the administrative law judge who presided over the McIntosh PPA proceeding be assigned to preside over the hearing in this proceeding and that the testimony and exhibits presented in that proceeding be preserved to the extent appropriate. See Note 3 to the financial statements of Southern Company under “Plant McIntosh Construction Project” in Item 8 of the Form 10-K for further information on the McIntosh PPA proceeding. Effective July 19, 2005, revenues from transactions under the IIC involving any Southern Company subsidiaries will be subject to refund to the extent the FERC orders any changes to the IIC.
     Southern Company and its subsidiaries believe that there is no meritorious basis for these allegations and intend to vigorously defend themselves in the proceeding. However, the final outcome of this matter, including any remedies to be applied in the event of an adverse ruling in this proceeding, cannot now be determined.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Generation Interconnection Agreements
See MANAGEMENT’S DISCUSSION AND ANALYSIS — FUTURE EARNINGS POTENTIAL — “FERC and State PSC Matters — Generation Interconnection Agreements” of Southern Company in Item 7 of the Form 10-K for information on the FERC’s Order 2003 related to standardization of generation interconnection agreements and procedures. The FERC has indicated that Order 2003, which was effective January 20, 2004, is to be applied prospectively to interconnection agreements. Subsidiaries of Tenaska, Inc., as counterparties to three previously executed interconnection agreements with subsidiaries of Southern Company, have filed complaints at the FERC requesting that the FERC modify the agreements and that Southern Company refund a total of $19 million previously paid for interconnection facilities, with interest. Southern Company has also received similar requests from other entities totaling approximately $14 million. Southern Company has opposed such relief, and the proceedings are still pending. The impact of Order 2003 and its subsequent rehearings on Southern Company and the final results of these matters cannot be determined at this time.
Retail Fuel Cost Recovery
The retail operating companies each have established fuel cost recovery rates approved by their respective state PSCs. In recent quarters, the retail operating companies have experienced higher than expected fuel costs for coal and gas. These higher fuel costs have increased the under recovered fuel costs included in the balance sheets. The retail operating companies will continue to monitor the under recovered fuel cost balance in light of these higher fuel costs.
     Alabama Power fuel costs are recovered under Rate ECR (Energy Cost Recovery), which provides for the addition of a fuel and energy cost factor to base rates. Alabama Power’s under-recovered fuel costs as of June 30, 2005 totaled $127.4 million as compared to $101.6 million at December 31, 2004. Alabama Power increased its fuel billing factor in April 2005. Alabama Power will continue to monitor the under-recovered fuel cost balance to determine if an additional adjustment to billing rates should be requested from the Alabama PSC. See Note 3 to the financial statements of Southern Company under “Alabama Power Retail Regulatory Matters” in Item 8 of the Form 10-K and Note (I) to the Condensed Financial Statements herein for additional information.
     On May 17, 2005, the Georgia PSC voted to allow Georgia Power to increase customer fuel rates to recover estimated under-recovered fuel costs of approximately $508 million as of May 31, 2005 over the period from June 1, 2005 through May 31, 2009, as well as future projected fuel costs based on a June 2005 through May 2006 test period. The new fuel rate became effective June 1, 2005 and represents an average annual increase in revenues of approximately 9.5%, or approximately $473 million. Based on the order, a portion of the under-recovered regulatory clause revenues was reclassified from current to long-term on the balance sheet. At June 30, 2005, Georgia Power’s under-recovered fuel costs totaled $516 million, of which $363 million is classified as long-term. See Note 3 to the financial statements of Southern Company under “Georgia Power Retail Rate Activity” in Item 8 of the Form 10-K and Note (J) to the Condensed Financial Statements herein for additional information.
Storm Damage Cost Recovery
See MANAGEMENT’S DISCUSSION AND ANALYSIS — FUTURE EARNINGS POTENTIAL — “FERC and State PSC Matters - Storm Damage Cost Recovery” of Southern Company in Item 7 and Notes 1 and 3 to the financial statements of Southern Company under “Storm Damage Reserves” and “Gulf Power and Alabama Power Storm Damage Recovery,” respectively, in Item 8 of the Form 10-K. Each retail operating company maintains a reserve for property damage to cover the cost of damages from major storms to its transmission and distribution lines and the cost of uninsured damages to its generation facilities and other property.

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FINANCIAL CONDITION AND RESULTS OF OPERATIONS
     Hurricane Ivan hit Gulf Power’s service territory in September 2004. In March 2005, the Florida PSC approved a Stipulation and Settlement between Gulf Power, the Office of Public Counsel for the State of Florida, and the Florida Industrial Power Users Group which allows Gulf Power to recover the retail portion of $51.7 million, the projected reserve deficiency, plus interest and revenue taxes, from customers over a 24-month period beginning in April 2005. In connection with the Stipulation, Gulf Power has agreed that it will not seek any additional increase in its base rates and charges to become effective on or before March 1, 2007.
     On July 10, 2005, Hurricane Dennis hit Gulf Power’s service territory. Approximately 242,000, or 60%, of Gulf Power’s customers were without electrical service immediately after the hurricane struck. More than 98% of those without power had service restored in six days. Based on current projections, retail sales revenues lost as a result of power outages from Hurricane Dennis are not expected to have a material impact on the net income of Gulf Power. Gulf Power maintains an accumulated provision for property damage to cover the cost of damages from major storms and other uninsured damages to its property. Due to the damages incurred in 2004 related to Hurricane Ivan (Ivan), the accumulated reserve had a deficit balance of $42 million at June 30, 2005, including the Ivan deficit. The Ivan deficit at June 30, 2005 was $44.4 million, which is currently being recovered from retail customers through a surcharge on the customer’s bill over a two-year recovery period. The current preliminary estimate of Hurricane Dennis restoration costs are approximately $60 million. The established policy of the Florida PSC, as recently reaffirmed by its decisions following the 2004 hurricane experience of Florida’s investor owned electric utilities, provides for recovery of these costs through the mechanism of the property insurance reserve and, where necessary, through a special recovery surcharge. In 2005, the Florida legislature authorized securitized financing as an additional mechanism available to the Florida PSC and electric utilities in Florida for addressing the extraordinary costs associated with hurricanes. Based upon the additional costs related to Hurricane Dennis, this option, along with other alternatives, is being evaluated to allow a more rapid recovery of these costs. See Note (K) to the Condensed Financial Statements herein for additional information.
     Hurricane Dennis also impacted the Gulf Coast of Alabama and continued north through the state of Alabama, causing significant damage in parts of the service territory of Alabama Power. Approximately 241,000 of Alabama Power’s 1,390,000 customer accounts were without electrical service immediately after the hurricane. The total operation and maintenance costs associated with repairing the damage to facilities and restoring service to customers are preliminarily estimated to be approximately $30 million. The June 30, 2005 balance of $4.2 million in the natural disaster reserve is not sufficient to cover these costs. Alabama Power has requested clarification from the Alabama PSC concerning an October 2004 order that allows the natural disaster reserve to carry a negative balance and to defer such costs for recovery in future periods to be determined by the Alabama PSC. If this request is not approved, Alabama Power would be required to expense the costs in excess of the reserve balance in the third quarter of 2005. See Note (I) to the Condensed Financial Statements herein for additional information.
Mirant Related Matters
See MANAGEMENT’S DISCUSSION AND ANALYSIS — FUTURE EARNINGS POTENTIAL — “Other Matters” of Southern Company in Item 7 and Note 3 to the financial statements of Southern Company under “Mirant Related Matters” in Item 8 of the Form 10-K and Note (B) to the Condensed Financial Statements herein under “Mirant Related Matters.” In July 2003, Mirant filed for voluntary reorganization under Chapter 11 of the U.S. Bankruptcy Code. In June 2004, Mirant’s bankruptcy counsel notified Southern Company that it was investigating, on behalf of a committee of independent Mirant directors, potential claims against Southern Company.
     In June 2005, Mirant, as a 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 and filed an amended complaint on July 6, 2005. The complaint alleges that Southern

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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 alleged fraudulent transfers and/or illegal dividends include: (1) certain dividends from Mirant to Southern Company in the aggregate amount of $668 million, (2) the repayment of certain intercompany loans and accrued interest in an aggregate amount of $1.035 billion, and (3) the dividend distribution of one share of Series B Preferred Stock and its subsequent redemption in exchange for Mirant’s 80% interest in a holding company which owned SE Finance Capital Corporation and Southern Company Capital Funding, Inc., which transfer Mirant asserts is valued at $247.9 million. The complaint also seeks to recharacterize certain advances from Southern Company to Mirant for investments in energy facilities from debt to equity. The complaint further alleges that Southern Company is liable to Mirant’s creditors for the full amount of Mirant’s liability under an alter ego theory of liability and that Southern Company caused Mirant to breach its fiduciary duty of loyalty to its creditors. The complaint seeks monetary damages in excess of $2 billion plus interest, punitive damages, attorneys fees, and costs. Finally, Mirant objects to Southern Company’s claims against Mirant in the Bankruptcy Court (which, in the aggregate, currently total approximately $70 million) and seeks equitable subordination of Southern Company’s claims to the claims of all other creditors. Southern Company believes there is no meritorious basis for Mirant’s claims and intends to vigorously defend itself in this action.
     On July 13, 2005, The Official Committee of Unsecured Creditors of Mirant Corporation, on behalf of Mirant, as a debtor in possession, and its creditors, filed a complaint in the Bankruptcy Court against certain former officers and directors of Mirant and/or Southern Company. The complaint alleges that the defendants breached their fiduciary duties of loyalty and care owed to Mirant and its creditors by allowing Mirant to overpay for certain acquisitions of utility assets in 1997, 1998, and 1999, and by authorizing or participating in certain transfers from Mirant to Southern Company in 1999 and 2000 as described above when Mirant was allegedly insolvent, undercapitalized, or unable to pay its debts. Specifically, the complaint alleges that the defendants lacked independence in judgment and failed to act in the best interest of Mirant and its creditors when they authorized or participated in these acquisitions and transfers. The complaint seeks to recover damages in excess of $1.9 billion for such transfers. Under certain circumstances, Southern Company may be obligated under its Bylaws to indemnify the individuals named as defendants in the complaint.
     The ultimate outcome of these matters cannot be determined at this time.
     Southern Company has various other contingent liabilities associated with Mirant, including guarantees of contractual commitments, litigation, and joint and several liabilities in connection with the consolidated federal income tax return. The ultimate outcome of such contingent liabilities cannot now be determined.
Income Tax Matters
Leveraged Lease Transactions
See MANAGEMENT’S DISCUSSION AND ANALYSIS — FUTURE EARNINGS POTENTIAL — “Income Tax Matters - Leveraged Lease Transactions” of Southern Company in Item 7 and Note 3 to the financial statements of Southern Company under “Income Tax Matters — Leveraged Lease Transactions” in Item 8 of the Form 10-K and Note (B) to the Condensed Financial Statements herein under “Income Tax Matters” for information regarding IRS challenges to Southern Company’s transactions related to international leveraged leases that could have material impacts on Southern Company’s financial statements. The ultimate outcome of these matters cannot now be determined.

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THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Synthetic Fuel Tax Credits
As discussed in Note 3 to the financial statements of Southern Company under “Income Tax Matters — Synthetic Fuel Tax Credits” in Item 8 of the Form 10-K, Southern Company has investments in two entities that produce synthetic fuel and receive tax credits under Section 29 of the IRC. In accordance with Section 29 of the IRC, these tax credits are subject to limitation as the annual average price of oil (as determined by the DOE) increases over a specified, inflation-adjusted dollar amount published in the spring of the subsequent year. Southern Company, along with its partners in these investments, will continue to monitor oil prices. Any indicated potential limitation on these credits could affect either the timing or the amount of the credit recognition and could also require an impairment analysis of these investments by Southern Company. In April 2005, Southern Company entered into a derivative transaction designed to reduce its exposure to the potential phase-out of these credits in 2005. The purchased option, which had an initial fair value of approximately $7 million, is being marked to market over the remainder of the year through other income (expense), net. See Note (F) to the Condensed Financial Statements herein for additional information.
Other Matters
On June 7, 2005, Southern Power, through certain of its wholly-owned subsidiaries, acquired all of the outstanding general and limited partnership interests of Oleander from Constellation Power, Inc. and certain other subsidiaries of Constellation Energy Group, Inc. Southern Power’s acquisition of the general and limited partnership interests in Oleander was pursuant to a Purchase and Sale Agreement dated April 8, 2005, for an aggregate purchase price of approximately $206 million, plus approximately $12 million of working capital and other adjustments. The purchase was for a dual-fueled generating plant in Brevard County, Florida with a nominal installed capacity of 680 MW. The entire output of the plant is sold under separate PPAs with Florida Power & Light Company and Seminole Electric Cooperative, Inc. The PPAs expire in 2007 and 2009, respectively.
     In July 2005, the U.S. Congress passed the Energy Policy Act of 2005 (Energy Act), which President Bush is expected to sign into law in early August 2005. Among other things, the Energy Act includes various tax subsidies for electric utilities and provisions repealing the PUHCA. The Energy Act also amends federal energy laws and provides the FERC with new oversight responsibilities for the electric utility industry. The implementation of the Energy Act requires proceedings at the state level and the development of regulations by the FERC, as well as other federal agencies. Southern Company is still reviewing the legislation; however, its impacts will depend on the promulgation and implementation of final rules and cannot be determined at this time.
     Southern Company is subject to certain claims and legal actions arising in the ordinary course of business. In addition, Southern Company’s business activities are subject to extensive governmental regulation related to public health and the environment. Litigation over environmental issues and claims of various types, including property damage, personal injury, and citizen enforcement of environmental requirements, has increased generally throughout the United States. In particular, personal injury claims for damages caused by alleged exposure to hazardous materials have become more frequent. The ultimate outcome of such litigation against Southern Company and its subsidiaries cannot be predicted at this time; however, management does not anticipate that the liabilities, if any, arising from such current proceedings would have a material adverse effect on Southern Company’s financial statements.
     See the Notes to the Condensed Financial Statements herein for discussion of various contingencies and other matters which may affect future earnings potential.
ACCOUNTING POLICIES
Application of Critical Accounting Policies and Estimates
Southern Company prepares its consolidated financial statements in accordance with accounting principles generally accepted in the United States. Significant accounting policies are described in Note 1 to the financial statements of Southern Company in Item 8 of the Form 10-K. In the application of these policies,

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THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
certain estimates are made that may have a material impact on Southern Company’s results of operations and related disclosures. Different assumptions and measurements could produce estimates that are significantly different from those recorded in the financial statements. Also see MANAGEMENT’S DISCUSSION AND ANALYSIS — ACCOUNTING POLICIES — “Application of Critical Accounting Policies and Estimates” of Southern Company in Item 7 of the Form 10-K for a complete discussion of Southern Company’s critical accounting policies and estimates related to Electric Utility Regulation, Contingent Obligations, and Unbilled Revenues.
New Accounting Standards
FASB Statement No. 123R, Share-Based Payments, was issued in December 2004. This statement requires that compensation cost relating to share-based payment transactions be recognized in financial statements. That cost will be measured based on the grant date fair value of the equity instruments issued. In April 2005, the SEC amended the compliance dates for FASB Statement No. 123R. For Southern Company, this statement is now effective beginning January 1, 2006. Although the compensation expense calculation required under the revised statement differs slightly, the impacts on Southern Company’s financial statements are expected to be similar to the pro forma disclosures included in Note 1 to the financial statements of Southern Company under “Stock Options” in Item 8 of the Form 10-K and in Note (C) to the Condensed Financial Statements herein.
     FASB Interpretation No. 47 (FIN 47), Accounting for Conditional Asset Retirement Obligations, was issued in March 2005. This interpretation requires that asset retirement obligations be recorded when a legal obligation exists even though the timing and/or the method of settlement are conditional on a future event. For Southern Company, FIN 47 is effective no later than December 31, 2005. Southern Company is currently assessing the impact of FIN 47 on its balance sheet; however, adoption is not currently expected to have a material impact on Southern Company’s income statement.
     In December 2004, the FASB issued Staff Position No. 109-1 (FSP 109-1), Application of FASB Statement No. 109, Accounting for Income Taxes, to the Tax Deduction on Qualified Production Activities provided by the American Jobs Creation Act of 2004, which requires that the generation deduction for utilities be accounted for as a special tax deduction rather than as a tax rate reduction. Southern Company adopted FSP 109-1 in the first quarter of 2005 with no material impact on its financial statements.
FINANCIAL CONDITION AND LIQUIDITY
Overview
Southern Company’s financial condition continued to be strong at June 30, 2005. Net cash flow from operating activities totaled $792 million for first six months of 2005, compared to $901 million for the corresponding period in 2004. The $109 million decrease in 2005 resulted primarily from higher fuel costs at the retail operating companies. Those costs are recoverable in future periods and are reflected on the balance sheets as under recovered regulatory clause revenues. Gross property additions to utility plant were $1.2 billion in the first six months of 2005. The majority of funds needed for gross property additions since 2000 has been provided from operating activities.
     Significant balance sheet changes include a $240 million increase in long-term debt for the first half of 2005 due to the replacement of short-term financing with long-term debt, consistent with Southern Company’s finance policy, and an increase of $534 million in property, plant, and equipment.
     The market price of Southern Company’s common stock at June 30, 2005 was $34.67 per share and the book value was $14.13 per share, representing a market-to-book ratio of 245%, compared to $33.52, $13.86, and 242%, respectively, at the end of 2004. The dividend for the second quarter 2005 was $0.3725 per share compared to $0.35 per share in the second quarter 2004.

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THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
     The retail operating companies, Southern Power, and SCS have each maintained investment grade ratings from the major rating agencies.
Capital Requirements and Contractual Obligations
See MANAGEMENT’S DISCUSSION AND ANALYSIS — FINANCIAL CONDITION AND LIQUIDITY —“Capital Requirements and Contractual Obligations” of Southern Company in Item 7 of the Form 10-K for a description of Southern Company’s capital requirements for its construction program and other funding requirements associated with scheduled maturities of long-term debt, as well as the related interest, preferred stock dividends, leases, trust funding requirements, and other purchase commitments. Approximately $1.2 billion will be required by June 30, 2006 for redemptions and maturities of long-term debt.
Sources of Capital
Southern Company intends to meet its future capital needs through internal cash flow and external security issuances. The amounts and timing of additional equity capital to be raised will be contingent on Southern Company’s investment opportunities. The retail operating companies and Southern Power plan to obtain the funds required for construction and other purposes from sources similar to those used in the past, which were primarily from operating cash flows, security issuances, and term loan and short-term borrowings. However, the amount, type, and timing of any financings, if needed, will depend upon market conditions and regulatory approval. See MANAGEMENT’S DISCUSSION AND ANALYSIS — FINANCIAL CONDITION AND LIQUIDITY — “Sources of Capital” of Southern Company in Item 7 of the Form 10-K for additional information.
     To meet short term cash needs and contingencies, the Southern Company system had at June 30, 2005 approximately $237 million of cash and cash equivalents and approximately $3.1 billion of unused credit arrangements with banks, of which $238 million expire in 2005 and $2.8 billion expire in 2006 and beyond. Of the facilities maturing in 2005 and 2006, $168 million contain provisions allowing two-year term loans executable at the expiration date and $275 million contain provisions allowing one-year term loans executable at the expiration date. These unused credit arrangements also provide liquidity support to variable rate pollution control bonds and commercial paper programs. Southern Company expects to renew its credit facilities, as needed, prior to expiration. The retail operating companies may also meet short-term cash needs through a Southern Company subsidiary organized to issue and sell commercial paper and extendible commercial notes at the request and for the benefit of each of the retail operating companies. At June 30, 2005, the Southern Company system had outstanding commercial paper of $893.1 million and extendible commercial notes of $24.3 million. Management believes that the need for working capital can be adequately met by utilizing commercial paper programs and lines of credit without maintaining large cash balances.
Off-Balance Sheet Financing Arrangements
See MANAGEMENT’S DISCUSSION AND ANALYSIS — FINANCIAL CONDITION AND LIQUIDITY — “Off-Balance Sheet Financing Arrangements” of Southern Company in Item 7 and Note 7 to the financial statements of Southern Company under “Operating Leases” in Item 8 of the Form 10-K for information related to Mississippi Power’s lease of a combined cycle generating facility at Plant Daniel.
Credit Rating Risk
Southern Company does not have any credit arrangements that would require material changes in payment schedules or terminations as a result of a credit rating downgrade. There are certain contracts that could require collateral, but not accelerated payment, in the event of a credit rating change to BBB- or Baa3 or below. These contracts are primarily for physical electricity purchases and sales. At June 30, 2005, the

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THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
maximum potential collateral requirements at a BBB- or Baa3 rating were approximately $51.8 million. The maximum potential collateral requirements at a rating below BBB- or Baa3 were approximately $353.8 million. In addition, through the acquisition of Oleander, Southern Power assumed a PPA with Seminole Electric Cooperative, Inc. that could require collateral, but not accelerated payment, in the event of a credit rating change to BBB- or Baa3 or below. The amount of this collateral cannot be determined at this time. Generally, collateral may be provided for by a Southern Company guaranty, letter of credit, or cash. Southern Company is also party to certain derivative agreements that could require collateral and/or accelerated payment in the event of a credit rating change to below investment grade. These agreements are primarily for natural gas price and interest rate risk management activities. At June 30, 2005, Southern Company and its subsidiaries had no material exposure under these contracts.
Market Price Risk
Southern Company’s market risk exposures relative to interest rate changes have not changed materially compared with the December 31, 2004 reporting period. In addition, Southern Company is not aware of any facts or circumstances that would significantly affect such exposures in the near term.
     Due to cost-based rate regulations, the retail operating companies have limited exposure to market volatility in interest rates, commodity fuel prices, and prices of electricity. In addition, Southern Power’s exposure to market volatility in commodity fuel prices and prices of electricity is limited because its long-term sales contracts shift substantially all fuel cost responsibility to the purchaser. To mitigate residual risks relative to movements in electricity prices, the retail operating companies and Southern Power enter into fixed-price contracts for the purchase and sale of electricity through the wholesale electricity market and, to a lesser extent, into similar contracts for gas purchases. The retail operating companies have implemented fuel hedging programs at the instruction of their respective state PSCs. Southern Company GAS also has in place a risk management program to substantially mitigate its exposure to price volatility for its natural gas purchases.
     The fair value of derivative energy contracts at June 30, 2005 was as follows:
                 
    Second Quarter    
    2005   Year-to-Date
    Changes   Changes
    Fair Value
    (in millions)
Contracts beginning of period
  $ 119.5     $ 10.5  
Contracts realized or settled
    (45.1 )     (35.1 )
New contracts at inception
           
Changes in valuation techniques
           
Current period changes (a)
    (10.4 )     88.6  
 
Contracts at June 30, 2005
  $ 64.0     $ 64.0  
 
 
(a)   Current period changes also include the changes in fair value of new contracts entered into during the period.

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THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                         
    Source of June 30, 2005
            Valuation Prices        
    Total   Maturity
    Fair Value   Year 1   1—3 Years
            (in millions)        
Actively quoted
  $ 64.9     $ 40.1     $ 24.8  
External sources
    (0.9 )     (0.9 )      
Models and other methods
                 
 
Contracts at June 30, 2005
  $ 64.0     $ 39.2     $ 24.8  
 
     For additional information, see MANAGEMENT’S DISCUSSION AND ANALYSIS — FINANCIAL CONDITION AND LIQUIDITY — “Market Price Risk” of Southern Company in Item 7 and Notes 1 and 6 to the financial statements of Southern Company under “Financial Instruments” in Item 8 of the Form 10-K and Note (F) to the Condensed Financial Statements herein.
Financing Activities
In the first six months of 2005, Southern Company and its subsidiaries issued $655 million of senior notes and $149 million of common stock through employee and director stock plans and incurred obligations in connection with the issuance of $185 million of pollution control revenue bonds. The proceeds were primarily used to refund senior notes, obligations incurred in connection with pollution control revenue bonds, and other long-term debt and to fund ongoing construction projects. The remainder was used to repay short-term indebtedness. See Southern Company’s Condensed Consolidated Statements of Cash Flows herein for further details on financing activities during the first six months of 2005.
     In June 2005, Southern Company started repurchasing shares of stock to offset issuances under the Southern Company’s stock compensation plans. The total number of shares repurchased during the first six months of 2005 was 1.8 million at a cost of $62.3 million.
     In addition to any financings that may be necessary to meet capital requirements and contractual obligations, Southern Company and its subsidiaries plan to continue, when economically feasible, a program to retire higher-cost securities and replace these obligations with lower-cost capital if market conditions permit.

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PART I
Item 3. Quantitative And Qualitative Disclosures About Market Risk.
See MANAGEMENT’S DISCUSSION AND ANALYSIS — FINANCIAL CONDITION AND LIQUIDITY — “Market Price Risk” herein for each registrant and Notes 1 and 6 to the financial statements of each registrant under “Financial Instruments” in Item 8 of the Form 10-K. Also, see Note (F) to the Condensed Financial Statements herein for information relating to derivative instruments.
Item 4. Controls and Procedures.
     (a) Evaluation of disclosure controls and procedures.
     As of the end of the period covered by this quarterly report, Southern Company, the retail operating companies, and Southern Power conducted separate evaluations under the supervision and with the participation of each company’s management, including the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the design and operation of the disclosure controls and procedures (as defined in Sections 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934). Based upon these evaluations, the Chief Executive Officer and the Chief Financial Officer, in each case, concluded that the disclosure controls and procedures are effective in alerting them in a timely manner to material information relating to their company (including its consolidated subsidiaries, if any) required to be included in periodic filings with the SEC.
     (b) Changes in internal controls.
     There have been no changes in Southern Company’s, the retail operating companies’, or Southern Power’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934) during the second quarter of 2005 that have materially affected or are reasonably likely to materially affect Southern Company’s, the retail operating companies’, or Southern Power’s internal control over financial reporting.

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ALABAMA POWER COMPANY

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ALABAMA POWER COMPANY
CONDENSED STATEMENTS OF INCOME (UNAUDITED)
                                 
    For the Three Months     For the Six Months  
    Ended June 30,     Ended June 30,  
    2005     2004     2005     2004  
    (in thousands)     (in thousands)  
Operating Revenues:
                               
Retail revenues
  $ 863,155     $ 847,148     $ 1,572,241     $ 1,591,781  
Sales for resale —
                               
Non-affiliates
    130,598       120,491       245,012       232,436  
Affiliates
    47,934       53,945       155,220       119,733  
Other revenues
    44,152       37,233       83,102       74,561  
Total operating revenues
    1,085,839       1,058,817       2,055,575       2,018,511  
Operating Expenses:
                               
Fuel
    323,328       277,110       623,148       549,089  
Purchased power —
                               
Non-affiliates
    34,316       65,508       58,182       94,150  
Affiliates
    61,487       60,400       109,785       120,332  
Other operations
    168,987       160,889       315,277       307,275  
Maintenance
    80,858       90,718       204,412       171,105  
Depreciation and amortization
    101,019       106,146       209,510       211,499  
Taxes other than income taxes
    62,985       59,328       125,534       123,775  
Total operating expenses
    832,980       820,099       1,645,848       1,577,225  
Operating Income
    252,859       238,718       409,727       441,286  
Other Income and (Expense):
                               
Allowance for equity funds used during construction
    4,785       3,914       10,439       8,024  
Interest income
    4,001       3,890       7,569       8,329  
Interest expense, net of amounts capitalized
    (50,415 )     (52,367 )     (96,722 )     (102,446 )
Interest expense to affiliate trusts
    (4,060 )     (4,181 )     (8,119 )     (4,181 )
Distributions on mandatorily redeemable preferred securities
                      (3,938 )
Other income (expense), net
    (1,032 )     (6,415 )     (3,837 )     (10,753 )
Total other income and (expense)
    (46,721 )     (55,159 )     (90,670 )     (104,965 )
Earnings Before Income Taxes
    206,138       183,559       319,057       336,321  
Income taxes
    78,573       72,567       92,018       129,835  
Net Income
    127,565       110,992       227,039       206,486  
Dividends on Preferred Stock
    6,072       6,705       12,144       11,452  
Net Income After Dividends on Preferred Stock
  $ 121,493     $ 104,287     $ 214,895     $ 195,034  
CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
                                 
    For the Three Months     For the Six Months  
    Ended June 30,     Ended June 30,  
    2005     2004     2005     2004  
    (in thousands)     (in thousands)  
Net Income After Dividends on Preferred Stock
  $ 121,493     $ 104,287     $ 214,895     $ 195,034  
Other comprehensive income (loss):
                               
Change in fair value of marketable securities, net of tax of $285 and $285, respectively
          470             470  
Changes in fair value of qualifying hedges, net of tax of $(4,490), $11,847, $(5,203) and $5,685, respectively
    (7,386 )     19,486       (8,558 )     9,350  
Reclassification adjustment for amounts included in net income, net of tax of $(347), $718, $(281) and $1,572, respectively
    (569 )     1,180       (461 )     2,585  
 
                       
COMPREHENSIVE INCOME
  $ 113,538     $ 125,423     $ 205,876     $ 207,439  
 
                       
The accompanying notes as they relate to Alabama Power are an integral part of these condensed financial statements.

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ALABAMA POWER COMPANY
CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
                 
    For the Six Months  
    Ended June 30,  
    2005     2004  
    (in thousands)  
Operating Activities:
               
Net income
  $ 227,039     $ 206,486  
Adjustments to reconcile net income to net cash provided from operating activities —
               
Depreciation and amortization
    247,403       239,039  
Deferred income taxes and investment tax credits, net
    17,335       85,355  
Deferred revenues
    (6,689 )     (5,552 )
Allowance for equity funds used during construction
    (10,439 )     (8,024 )
Pension, postretirement, and other employee benefits
    (1,769 )     (19,862 )
Tax benefit of stock options
    13,373       5,419  
Hedge settlements
    (21,445 )     5,548  
Natural disaster reserve accounting order
    45,000        
Other, net
    (22,001 )     (28,587 )
Changes in certain current assets and liabilities —
               
Receivables, net
    (58,981 )     (105,447 )
Fossil fuel stock
    (59,524 )     (1,631 )
Materials and supplies
    (8,228 )     (3,800 )
Other current assets
    7,598       11,088  
Accounts payable
    (73,305 )     (105,485 )
Accrued taxes
    (11,344 )     33,647  
Accrued compensation
    (29,589 )     (32,216 )
Other current liabilities
    26,527       15,875  
 
           
Net cash provided from operating activities
    280,961       291,853  
 
           
Investing Activities:
               
Gross property additions
    (379,655 )     (376,205 )
Cost of removal net of salvage
    (25,453 )     (18,743 )
Other
    9,041       14,567  
 
           
Net cash used for investing activities
    (396,067 )     (380,381 )
 
           
Financing Activities:
               
Increase in notes payable, net
          45,978  
Proceeds —
               
Senior notes
    250,000       350,000  
Preferred stock
          100,000  
Common stock
    40,000       20,000  
Redemptions —
               
Senior notes
          (200,000 )
Other long-term debt
    (4 )     (1,443 )
Payment of preferred stock dividends
    (10,815 )     (9,274 )
Payment of common stock dividends
    (204,950 )     (218,650 )
Other
    (2,438 )     (13,035 )
 
           
Net cash provided from financing activities
    71,793       73,576  
 
           
Net Change in Cash and Cash Equivalents
    (43,313 )     (14,952 )
Cash and Cash Equivalents at Beginning of Period
    84,461       42,752  
 
           
Cash and Cash Equivalents at End of Period
  $ 41,148     $ 27,800  
 
           
Supplemental Cash Flow Information:
               
Cash paid during the period for —
               
Interest (net of $4,133 and $3,343 capitalized for 2005 and 2004, respectively)
  $ 81,932     $ 81,471  
Income taxes (net of refunds)
  $ 84,604     $ 9,554  
The accompanying notes as they relate to Alabama Power are an integral part of these condensed financial statements.

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ALABAMA POWER COMPANY
CONDENSED BALANCE SHEETS (UNAUDITED)
                 
    At June 30,     At December 31,  
Assets   2005     2004  
    (in thousands)  
Current Assets:
               
Cash and cash equivalents
  $ 41,148     $ 84,461  
Receivables —
               
Customer accounts receivable
    267,864       235,221  
Unbilled revenues
    109,008       96,486  
Under recovered regulatory clause revenues
    134,705       119,773  
Other accounts and notes receivable
    45,479       52,145  
Affiliated companies
    49,064       61,149  
Accumulated provision for uncollectible accounts
    (6,975 )     (5,404 )
Fossil fuel stock, at average cost
    117,312       57,787  
Vacation pay
    36,494       36,494  
Materials and supplies, at average cost
    246,147       237,919  
Prepaid expenses
    56,400       61,897  
Other
    25,424       16,283  
 
           
Total current assets
    1,122,070       1,054,211  
 
           
Property, Plant, and Equipment:
               
In service
    15,054,722       14,636,168  
Less accumulated provision for depreciation
    5,218,991       5,097,930  
 
           
 
    9,835,731       9,538,238  
Nuclear fuel, at amortized cost
    82,968       93,388  
Construction work in progress
    347,683       470,844  
 
           
Total property, plant, and equipment
    10,266,382       10,102,470  
 
           
Other Property and Investments:
               
Equity investments in unconsolidated subsidiaries
    45,278       45,455  
Nuclear decommissioning trusts, at fair value
    453,365       445,634  
Other
    35,451       36,192  
 
           
Total other property and investments
    534,094       527,281  
 
           
Deferred Charges and Other Assets:
               
Deferred charges related to income taxes
    329,514       316,528  
Prepaid pension costs
    501,005       489,193  
Unamortized debt issuance expense
    28,797       28,392  
Unamortized loss on reacquired debt
    105,300       109,403  
Other regulatory assets
    9,045       47,811  
Other
    112,402       108,170  
 
           
Total deferred charges and other assets
    1,086,063       1,099,497  
 
           
Total Assets
  $ 13,008,609     $ 12,783,459  
 
           
The accompanying notes as they relate to Alabama Power are an integral part of these condensed financial statements.

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ALABAMA POWER COMPANY
CONDENSED BALANCE SHEETS (UNAUDITED)
                 
    At June 30,     At December 31,  
Liabilities and Stockholder's Equity   2005     2004  
    (in thousands)  
Current Liabilities:
               
Securities due within one year
  $ 421,505     $ 225,005  
Accounts payable —
               
Affiliated
    122,269       141,096  
Other
    123,095       198,834  
Customer deposits
    52,671       49,598  
Accrued taxes —
               
Income taxes
    39,313       28,498  
Other
    72,876       29,688  
Accrued interest
    46,744       40,029  
Accrued vacation pay
    36,494       36,494  
Accrued compensation
    47,269       76,858  
Other
    63,254       34,290  
 
           
Total current liabilities
    1,025,490       860,390  
 
           
Long-term Debt
    3,909,298       3,855,257  
 
           
Long-term Debt Payable to Affiliated Trusts
    309,279       309,279  
 
           
Deferred Credits and Other Liabilities:
               
Accumulated deferred income taxes
    1,881,285       1,885,120  
Deferred credits related to income taxes
    111,720       148,395  
Accumulated deferred investment tax credits
    200,604       205,353  
Employee benefit obligations
    204,881       194,837  
Deferred capacity revenues
    18,367       25,056  
Asset retirement obligations
    396,172       383,621  
Asset retirement obligation regulatory liability
    152,915       159,230  
Other cost of removal obligations
    602,752       597,147  
Miscellaneous regulatory liabilities
    50,032       47,535  
Other
    16,166       36,988  
 
           
Total deferred credits and other liabilities
    3,634,894       3,683,282  
 
           
Total Liabilities
    8,878,961       8,708,208  
 
           
Preferred Stock
    465,046       465,047  
 
           
Common Stockholder’s Equity:
               
Common stock, par value $40 per share —
               
Authorized - 15,000,000 shares
               
Outstanding - 9,250,000 shares
    370,000       330,000  
Paid-in capital
    1,968,556       1,955,183  
Retained earnings
    1,351,093       1,341,049  
Accumulated other comprehensive loss
    (25,047 )     (16,028 )
 
           
Total common stockholder’s equity
    3,664,602       3,610,204  
 
           
Total Liabilities and Stockholder’s Equity
  $ 13,008,609     $ 12,783,459  
 
           
The accompanying notes as they relate to Alabama Power are an integral part of these condensed financial statements.

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ALABAMA POWER COMPANY
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
SECOND QUARTER 2005 vs. SECOND QUARTER 2004
AND
YEAR-TO-DATE 2005 vs. YEAR-TO-DATE 2004
OVERVIEW
Discussion of the results of operations is focused on Alabama Power’s business of electricity sales to retail customers within its traditional service area located within the State of Alabama and to wholesale customers in the Southeast. Many factors affect the opportunities, challenges, and risks of Alabama Power’s business of selling electricity. These factors include the ability to maintain a stable regulatory environment, to achieve energy sales growth while containing costs, and to recover costs related to growing demand and increasingly stringent environmental standards.
     Alabama Power continues to focus on several key performance indicators. These indicators include customer satisfaction, peak season equivalent forced outage rate and return on equity. For additional information on these indicators, see MANAGEMENT’S DISCUSSION AND ANALYSIS – OVERVIEW – “Key Performance Indicators” of Alabama Power in Item 7 of the Form 10-K.
RESULTS OF OPERATIONS
Earnings
Alabama Power’s net income after dividends on preferred stock for the second quarter and year-to-date 2005 was $121.5 million and $214.9 million, respectively, compared to $104.3 million and $195.0 million, respectively, for the corresponding periods of 2004. Earnings in the second quarter 2005 increased by $17.2 million, or 16.5%, and earnings year-to-date 2005 increased by $19.9 million, or 10.2%, respectively. Though these amounts were partially offset by mild weather, these increases were primarily due to the continued strength of industrial revenues, additional transmission revenues, and a 1% increase in retail rates that took effect January 1, 2005 under Alabama Power’s new environmental rate order approved by the Alabama PSC. Additionally, Alabama Power experienced lower maintenance costs (exclusive of storm provision made in the first quarter 2005; see “Maintenance expense” below) and ceased its nuclear decommissioning expense accrual in accordance with an Alabama PSC order in June 2005. See “Nuclear Relicensing” herein and Note 3 to the financials statements of Alabama Power under “Retail Regulatory Matters” in Item 8 of the Form 10-K for additional information on nuclear decommissioning expense and Alabama Power’s rates, respectively.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
     Significant income statement items appropriate for discussion include the following:
                                 
    Increase (Decrease)  
    Second Quarter     Year-To-Date  
    (in thousands)     %     (in thousands)     %  
Retail revenues
  $ 16,007       1.9     $ (19,540 )     (1.2 )
Sales for resale-non-affiliates
    10,107       8.4       12,576       5.4  
Sales for resale-affiliates
    (6,011 )     (11.1 )     35,487       29.6  
Other revenues
    6,919       18.6       8,541       11.5  
Fuel expense
    46,218       16.7       74,059       13.5  
Purchased power -non-affiliates
    (31,192 )     (47.6 )     (35,968 )     (38.2 )
Purchased power -affiliates
    1,087       1.8       (10,547 )     (8.8 )
Maintenance expense
    (9,860 )     (10.9 )     33,307       19.5  
Income taxes
    6,006       8.3       (37,817 )     (29.1 )
     Retail revenues. The chart below reflects the primary drivers of the 1.9% increase in retail revenues in the second quarter 2005 compared to the same period in the prior year and the 1.2% decrease in retail revenues year-to-date compared to the corresponding period in 2004. Energy cost recovery revenues and revenues associated with the recovery of costs associated with PPAs certificated by the Alabama PSC (Rate CNP-PPA) generally do not affect net income. Excluding these revenues, retail revenues increased by $7.5 million, or 1.3%, for the second quarter 2005 and $5.9 million, or 0.5%, year-to-date 2005 when compared to the corresponding periods in 2004 due to the retail rate increase implemented in January 2005 to recover environmental costs. See Note 3 to the financial statements of Alabama Power under “Retail Regulatory Matters” in Item 8 of the Form 10-K for additional information on Alabama Power’s rates. Kilowatt-hour energy sales to residential and commercial customers decreased 4.3% and 0.5%, respectively, for the second quarter 2005 and decreased 4.0% and 1.0%, respectively, year-to-date 2005 when compared to the corresponding periods of 2004 primarily due to less favorable weather conditions in 2005. Kilowatt-hour energy sales to industrial customers increased 2.0% for the second quarter 2005 and increased 2.6% year-to-date 2005 when compared to the corresponding periods of 2004 primarily from increased sales demand in the pulp and paper, chemical, and automotive sectors.
     Details of retail revenues are as follows:
                                 
                           
    Second Quarter             Year-to-Date        
    2005             2005        
    (in millions)     % change     (in millions)     % change  
Retail – prior year
  $ 847             $ 1,592          
Change in —
                               
Base rates
    11       1.3       15       0.9  
Sales growth
    13       1.5       20       1.3  
Weather
    (17 )     (2.0 )     (29 )     (1.8 )
Energy cost recovery
    7       0.8       (28 )     (1.8 )
Rate CNP-PPA cost recovery
    2       0.3       2       0.2  
 
Retail – current year
  $ 863       1.9 %   $ 1,572       (1.2 )%
 
     Sales for resale – non-affiliates. Energy sales to non-affiliates will vary depending on the market cost of available energy compared to the cost of Alabama Power and Southern Company system owned generation,

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
demand for energy within the Southern Company service territory, and availability of Southern Company system generation. In the second quarter 2005, sales for resale to non-affiliates increased when compared to the same period in 2004 primarily due to a 7.7% increase in price while kilowatt-hour sales to non-affiliates remained relatively flat. Year-to-date 2005, sales for resale to non-affiliates increased $12.6 million primarily due to a 3.5% increase in kilowatt-hour sales while price remained relatively flat. These transactions did not have a significant impact on earnings since energy is usually sold at variable cost.
     Sales for resale – affiliates. Energy sales to affiliated companies within the Southern Company system vary from period to period depending on demand and the availability and cost of generating resources at each company. These sales are made in accordance with the IIC, as approved by the FERC. In the second quarter 2005, sales for resale to affiliates decreased $6 million when compared to the same period in 2004 primarily due to a 16.1% decrease in kilowatt-hour sales to affiliates, primarily as a result of milder weather conditions in the Southern Company service territory. Year-to-date 2005, sales for resale to affiliates increased $35.5 million due to a 6.3% increase in kilowatt-hour sales to affiliates from Alabama Power’s more economical available capacity and price increases related to the recovery of increased fuel-related expenses. These transactions did not have a significant impact on earnings since this energy is generally sold at marginal cost.
     Other revenues. The increases in other revenues for the second quarter and year-to-date 2005 when compared to the same periods in 2004 are attributed to a $4.3 million increase in transmission revenues, a $1.3 million increase in rent from electric property, and a $1.5 million increase in miscellaneous electric revenues due to a customer’s early termination of an electric service contract.
     Fuel expense. Fuel expense was higher in the second quarter 2005 when compared to the corresponding period in 2004 due to a 23.6% increase in the average cost of coal and a 12.1% increase in natural gas prices. The year-to-date 2005 increase in fuel expense when compared to the same period in 2004 is mainly due to an 18.6% increase in the average cost of coal and a 5.7% increase in generation from coal-fired facilities. The increase in generation from coal-fired facilities for year-to-date 2005 is mainly due to a 20.3% decrease in generation from Alabama Power’s gas-fired generating facilities because of a 19.4% increase in gas prices. Since energy expenses are generally offset by energy revenues, these expenses do not have a significant impact on earnings.
     Purchased power non-affiliates. Purchased power from non-affiliates will vary depending on market cost of available energy being lower than Southern Company system generated energy, demand for energy within the service territory, and availability of Southern Company system generation. In the second quarter 2005, purchased power from non-affiliates decreased when compared to the same period in 2004 primarily due to a 44.4% decrease in the amount of energy purchased resulting from a 4% increase in self-generation and a 5.9% decrease in the average price of non-affiliate purchased power. Year-to-date 2005, purchased power from non-affiliates decreased $36.0 million when compared to the same period in 2004 mainly due to a 31.1% decrease in energy purchased as a result of a 6% increase in self-generation. These transactions did not have a significant impact on earnings since energy purchases are generally offset by energy revenues through Alabama Power’s energy cost recovery clause.
     Purchased power affiliates. Purchased power from affiliates will vary depending on demand and the availability and cost of generating resources at each company within the Southern Company system. These purchases are made in accordance with the IIC, as approved by the FERC. Purchased power from affiliates increased in the second quarter 2005 compared to the same period in 2004 due to a 21.3% increase in price primarily resulting from increased fuel costs offset by a 16.1% reduction in the amount of energy purchased resulting from a 4% increase in self-generation. Year-to-date 2005 purchased power from affiliates decreased $10.5 million when compared to the same period in 2004 mainly due to a 25.6% decrease in energy purchased

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
as a result of a 6% increase in self-generation as purchased power prices increased by 22.6% during 2005. These transactions did not have a significant impact on earnings since energy purchases are generally offset by energy revenues through Alabama Power’s energy cost recovery clause.
     Maintenance expense. The decrease in maintenance expense for the second quarter 2005 when compared to the same period in 2004 is attributed to a $5.4 million decrease to other power generation expense primarily related to a customer’s reimbursement of expenses for damage at the Washington County combined cycle facility that occurred in 2004, a $2.2 million decrease to transmission expense, and a $1.9 million decrease in distribution expense. These decreases in transmission and distribution expenses for the second quarter 2005 are mainly related to the timing of scheduled overhead line maintenance. The year-to-date 2005 increase in maintenance expense is mainly due to a $10.8 million increase in transmission expense and a $34.2 million increase in distribution expense. These increases are a result of the Alabama PSC accounting order to offset the costs of the damage from Hurricane Ivan in September 2004 and to restore a balance in the natural disaster reserve. See Notes 1 and 3 to the financial statements of Alabama Power under “Natural Disaster Reserve” and “Natural Disaster Cost Recovery,” respectively, in Item 8 of the Form 10-K for additional information. Also, see “Income tax expense” below for additional offsetting impacts of the Alabama PSC’s order.
     Income tax expense. Year-to-date 2005, in accordance with the Alabama PSC accounting order described above, Alabama Power returned $27.7 million of regulatory liabilities related to deferred income taxes to its retail customers. The remainder of the decrease in income tax expense primarily reflects the $17.3 million tax effect of the additional maintenance expenses recorded under the accounting order. For additional information, see “Maintenance expense” above and Note 3 to the financial statements of Alabama Power under “Natural Disaster Cost Recovery” in Item 8 of the Form 10-K. The impact of this accounting order is expected to reduce Alabama Power’s annual effective income tax rate to approximately 35% for 2005. See Note 5 to the financial statements of Alabama Power in Item 8 of the Form 10-K and Note (H) to the Condensed Financial Statements herein for additional information.
FUTURE EARNINGS POTENTIAL
The results of operations discussed above are not necessarily indicative of Alabama Power’s future earnings potential. The level of Alabama Power’s future earnings depends on numerous factors that affect the opportunities, challenges, and risks of Alabama Power’s business of selling electricity. These factors include Alabama Power’s ability to maintain a stable regulatory environment, to achieve energy sales growth while containing costs, and to recover costs related to growing demand and increasingly stringent environmental standards. Future earnings in the near term will depend, in part, upon growth in energy sales, which is subject to a number of factors. These factors include weather, competition, new energy contracts with neighboring utilities, energy conservation practiced by customers, the price of electricity, the price elasticity of demand, and the rate of economic growth in Alabama Power’s service area. For additional information relating to these issues, see BUSINESS – The SOUTHERN System – “Risk Factors” in Item 1 and MANAGEMENT’S DISCUSSION AND ANALYSIS – FUTURE EARNINGS POTENTIAL of Alabama Power in Item 7 of the Form 10-K.
Environmental Matters
Compliance costs related to the Clean Air Act and other environmental regulations could affect earnings if such costs cannot be recovered. For additional information, including information on certain environmental litigation, see MANAGEMENT’S DISCUSSION AND ANALYSIS — FUTURE EARNINGS POTENTIAL – “Environmental Matters” of Alabama Power in Item 7 and Note 3 to the financial statements of Alabama Power under “Environmental Matters” in Item 8 of the Form 10-K.

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ALABAMA POWER COMPANY
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
New Source Review Actions
On June 3, 2005, the U.S. District Court for the Northern District of Alabama issued its decision in favor of Alabama Power on two primary legal issues in the case: (1) the scope of the routine maintenance repair and replacement exclusion under the New Source Review rules and (2) the proper test for calculating emissions increases under those rules. The court decided that routine maintenance repair and replacement must be defined with reference to what is routine in the industry as opposed to what is routine at an individual unit and emissions increases must be measured against the maximum hourly emission rate. The decision does not resolve the case, nor does it address other legal issues associated with the EPA’s allegations involving Plant Miller Units 3 and 4. In separate orders, the court dismissed Alabama Power’s motion for summary judgment on the other claims, stayed the entire case, and referred the parties to mediation to be completed by September 9, 2005. Alabama Power may refile its motion for summary judgment if the mediation proves unsuccessful. The ultimate outcome of this matter cannot now be determined. See MANAGEMENT’S DISCUSSION AND ANALYSIS — FUTURE EARNINGS POTENTIAL – “Environmental Matters — New Source Review Actions” of Alabama Power in Item 7 and Note 3 to the financial statements of Alabama Power under “New Source Review Actions” in Item 8 of the Form 10-K.
Environmental Statutes and Regulations
The EPA issued the final Clean Air Interstate Rule on March 10, 2005. The rule addresses sulfur dioxide (SO2) and nitrogen oxide (NOx) emissions that contribute to nonattainment of the eight-hour ozone and fine particulate matter National Ambient Air Quality Standards. Twenty-eight eastern states, including the State of Alabama, are subject to the fine particulate and/or the eight-hour ozone requirements set forth within the rule. The rule may require additional reductions of NOx and/or SO2 to be achieved by the installation of additional controls at Alabama Power’s facilities or through the purchase of allowances. The impact of this final rule on Alabama Power will, however, depend on the outcome of legal challenges and development and implementation of applicable state regulations and therefore cannot be determined at this time.
     On March 15, 2005, the EPA announced the final Clean Air Mercury Rule, selecting a cap-and-trade approach to be implemented in two phases, 2010 and 2018. The rule sets a permanent cap on emissions at the 2018 level and provides for an emissions allowance trading market. The impact of this final rule on Alabama Power will depend on the outcome of legal challenges and development and implementation of applicable state regulations and therefore cannot be determined at this time.
     On June 15, 2005, the EPA issued final rules addressing Best Available Retrofit Technology (BART) standards under the Regional Haze Program. States must develop regulations to implement the federal regional haze requirements, including BART standards, by December 17, 2007. The impact of the final BART rules on Alabama Power will depend on the outcome of any litigation over the final rules and the development and implementation of the applicable state regulations and therefore cannot be determined at this time.
FERC and Alabama PSC Matters
Market-Based Rate Authority
See MANAGEMENT’S DISCUSSION AND ANALYSIS – FUTURE EARNINGS POTENTIAL – “FERC and Alabama PSC Matters – Market-Based Rate Authority” of Alabama Power in Item 7 and Note 3 to the financial statements of Alabama Power under “Market-Based Rate Authority” in Item 8 of the Form 10-K for information on the FERC’s April 2004 order adopting a new interim analysis for measuring generation market power and a proceeding initiated by the FERC in December 2004 to assess Southern Company’s generation dominance within its retail service territory. Alabama Power has authorization from the FERC to

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
sell power to non-affiliates at market-based prices. Alabama Power, through SCS as agent, also has FERC authority to make short-term opportunity sales at market rates. Specific FERC approval must be obtained with respect to a market-based contract with an affiliate. On February 15, 2005, Southern Company submitted additional information related to generation dominance in its retail service territory. On July 8, 2005, the FERC initiated a hearing before an administrative law judge to review the generation market power issues. Any new market-based rate transactions in Southern Company’s retail service territory entered into after February 27, 2005 will be subject to refund to the level of the default cost-based rates, pending the outcome of the proceeding. In the event that the FERC’s default mitigation measures are ultimately applied, Alabama Power may be required to charge cost-based rates for certain wholesale sales in the Southern Company retail service territory, which may be lower than negotiated market-based rates. The impact of such sales through June 30, 2005 is not material to Alabama Power’s net income. The final outcome of this matter will depend on the form in which the final methodology for assessing generation market power and mitigation rules may be ultimately adopted and cannot be determined at this time.
     In addition, on May 5, 2005, the FERC issued an order expanding the generation market power proceeding initiated in December 2004 to include an investigation of whether Southern Company satisfies the other three parts of the FERC’s market-based rate analysis: transmission market power, barriers to entry, and affiliate abuse or reciprocal dealing. The FERC established a new refund period related to this expanded investigation. 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 beginning July 19, 2005. The FERC also directed that this expanded proceeding be held in abeyance pending the outcome of the proceeding on the IIC discussed below.
     Southern Company and its subsidiaries believe that there is no meritorious basis for these allegations and intend to vigorously defend themselves in the proceeding. However, the final outcome of this matter, including any remedies to be applied in the event of an adverse ruling in this proceeding, cannot now be determined.
Intercompany Interchange Contract
Also, on May 5, 2005, the FERC initiated a new proceeding to examine (1) the provisions of the IIC among Alabama Power, Georgia Power, Gulf Power, Mississippi Power, Savannah Electric, Southern Power, and SCS, as agent, under the terms of which the power pool of Southern Company is operated, and, in particular, the propriety of the continued inclusion of Southern Power as a party to the IIC, (2) whether any parties to the IIC have violated the FERC’s standards of conduct applicable to utility companies that are transmission providers, and (3) whether Southern Company’s code of conduct defining Southern Power as a “system company” rather than a “marketing affiliate” is just and reasonable. In 2000, in connection with the formation of Southern Power, the FERC authorized Southern Power’s inclusion in the IIC. The FERC also previously approved Southern Company’s code of conduct. The FERC order directs that the administrative law judge who presided over a previous proceeding involving Southern Power, Georgia Power and Savannah Electric be assigned to preside over the hearing in this proceeding and that the testimony and exhibits presented in that proceeding be preserved to the extent appropriate. Effective July 19, 2005, revenues from transactions under the IIC involving any Southern Company subsidiaries will be subject to refund to the extent the FERC orders any changes to the IIC.
     Southern Company and its subsidiaries believe that there is no meritorious basis for these allegations and intend to vigorously defend themselves in the proceeding. However, the final outcome of this matter, including any remedies to be applied in the event of an adverse ruling in this proceeding, cannot now be determined.

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ALABAMA POWER COMPANY
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Generation Interconnection Agreements
See MANAGEMENT’S DISCUSSION AND ANALYSIS – FUTURE EARNINGS POTENTIAL – “FERC and Alabama PSC Matters – Generation Interconnection Agreements” of Alabama Power in Item 7 of the Form 10-K for information on the FERC’s Order 2003 related to standardization of generation interconnection agreements and procedures. The FERC has indicated that Order 2003, which was effective January 20, 2004, is to be applied prospectively to interconnection agreements. Subsidiaries of Tenaska, Inc., as counterparties to two previously executed interconnection agreements with Alabama Power, have filed complaints at the FERC requesting that the FERC modify the agreements and that Alabama Power refund a total of $11 million previously paid for interconnection facilities, with interest. Alabama Power has also received similar requests from other entities totaling $7 million. Alabama Power has opposed such relief, and the proceedings are still pending. The impact of Order 2003 and its subsequent rehearings on Alabama Power and the final results of these matters cannot be determined at this time.
Hydro Relicensing
On July 28, 2005, Alabama Power filed two applications with the FERC for a new 50-year license for Alabama Power’s 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 projects expire in 2007. 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. The FERC may grant relicenses subject to certain requirements that could result in additional costs to Alabama Power. The final outcome of this matter cannot be determined at this time. See Note (I) to the Condensed Financial Statements herein for additional information.
Nuclear Relicensing
See MANAGEMENT’S DISCUSSION AND ANALYSIS – FUTURE EARNINGS POTENTIAL – “FERC and Alabama PSC Matters – Nuclear Relicensing” of Alabama Power in Item 7 and Note 1 to the financial statements of Alabama Power under “Nuclear Decommissioning” in Item 8 of the Form 10-K for information on Alabama Power’s application to extend the operating license for Plant Farley for an additional 20 years and Alabama Power’s nuclear decommissioning trust funds (NDT). On May 12, 2005, the NRC approved the license extension. Consequently, amounts previously contributed to the NDT are currently projected to be adequate to meet the decommissioning obligations. Therefore, on June 23, 2005, the Alabama PSC approved a request by Alabama Power to suspend, effective January 1, 2005, the inclusion in its annual cost of service of $18 million in decommissioning costs and to suspend also the associated obligation to make semi-annual contributions to the NDT. Should projections of balances in the external trusts prove to be inadequate to meet future estimates for decommissioning costs, Alabama Power would seek Alabama PSC approval to address that issue in a manner consistent with NRC and other applicable requirements. See Note (I) to the Condensed Financial Statements herein for additional information.
Environmental Rate Filing
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 expenses, depreciation, and a return on invested capital. Retail rates increased 1 percent in January 2005, which should yield an annual recovery of approximately $33 million, and are expected to increase an

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
additional 1% in 2006. In conjunction with the Alabama PSC’s approval, Alabama Power agreed to a moratorium until March 2007 on any retail rate increase under the previously approved Rate Stabilization and Equalization plan (RSE). Any increase in March 2007 would be based upon the earned return on retail common equity at December 31, 2006. See Note 3 to the financial statements of Alabama Power under “Retail Regulatory Matters” in Item 8 of the Form 10-K for further information on the RSE plan.
Retail Fuel Cost Recovery
Alabama Power fuel costs are recovered under Rate ECR (Energy Cost Recovery), which provides for the addition of a fuel and energy cost factor to base rates. Alabama Power’s under-recovered fuel costs as of June 30, 2005 totaled $127.4 million as compared to $101.6 million at December 31, 2004. Alabama Power increased its fuel billing factor in April 2005. Alabama Power will continue to monitor the under-recovered fuel cost balance to determine if an additional adjustment to billing rates should be requested from the Alabama PSC. See MANAGEMENT’S DISCUSSION AND ANALYSIS - RESULTS OF OPERATIONS – “Revenues” of Alabama Power in Item 7 and Note 3 to the financial statements of Alabama Power under “Retail Regulatory Matters” in Item 8 of the Form 10-K and Note (I) to the Condensed Financial Statements herein for additional information.
Natural Disaster Cost Recovery
On July 10, 2005, Hurricane Dennis impacted the Gulf Coast of Alabama and continued north through the state of Alabama, causing significant damage in parts of the service territory of Alabama Power. Approximately 241,000 of Alabama Power’s 1,390,000 customer accounts were without electrical service immediately after the hurricane. See Note 1 to the financial statements of Alabama Power under “Natural Disaster Reserve” in Item 8 of the Form 10-K for information on how Alabama Power maintains a reserve to cover uninsured expenses resulting from storms. The total operation and maintenance costs associated with repairing the damage to facilities and restoring service to customers are preliminarily estimated to be approximately $30 million. The June 30, 2005 balance of $4.2 million in the natural disaster reserve is not sufficient to cover these costs. Alabama Power has requested clarification from the Alabama PSC concerning an October 2004 order that allows the natural disaster reserve to carry a negative balance and to defer such costs for recovery in future periods to be determined by the Alabama PSC. If this request is not approved, Alabama Power would be required to expense the costs in excess of the reserve balance in the third quarter of 2005. See Note (I) to the Condensed Financial Statements herein for additional information.
Other Matters
In July 2005, the U.S. Congress passed the Energy Policy Act of 2005 (Energy Act), which President Bush is expected to sign into law in early August 2005. Among other things, the Energy Act includes various tax subsidies for electric utilities and provisions repealing the PUHCA. The Energy Act also amends federal energy laws and provides the FERC with new oversight responsibilities for the electric utility industry. The implementation of the Energy Act requires proceedings at the state level and the development of regulations by the FERC, as well as other federal agencies. Alabama Power is still reviewing the legislation; however, its impacts will depend on the promulgation and implementation of final rules and cannot be determined at this time.
     Alabama Power is subject to certain claims and legal actions arising in the ordinary course of business. In addition, Alabama Power’s business activities are subject to extensive governmental regulation related to public health and the environment. Litigation over environmental issues and claims of various types, including property damage, personal injury, and citizen enforcement of environmental requirements, has increased generally throughout the United States. In particular, personal injury claims for damages caused by alleged exposure to hazardous materials have become more frequent. The ultimate outcome of such litigation against Alabama Power cannot be predicted at this time; however, management does not anticipate that the liabilities, if any, arising from such current proceedings would have a material adverse effect on Alabama Power’s financial statements.

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ALABAMA POWER COMPANY
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
     See the Notes to the Condensed Financial Statements herein for discussion of various contingencies and other matters which may affect future earnings potential.
ACCOUNTING POLICIES
Application of Critical Accounting Policies and Estimates
Alabama Power prepares its financial statements in accordance with accounting principles generally accepted in the United States. Significant accounting policies are described in Note 1 to the financial statements of Alabama Power in Item 8 of the Form 10-K. In the application of these policies, certain estimates are made that may have a material impact on Alabama Power’s results of operations and related disclosures. Different assumptions and measurements could produce estimates that are significantly different from those recorded in the financial statements. See MANAGEMENT’S DISCUSSION AND ANALYSISACCOUNTING POLICIES – “Application of Critical Accounting Policies and Estimates” of Alabama Power in Item 7 of the Form 10-K for a complete discussion of Alabama Power’s critical accounting policies and estimates related to Electric Utility Regulation, Contingent Obligations, and Unbilled Revenues.
New Accounting Standards
FASB Statement No. 123R, Share-Based Payments, was issued in December 2004. This statement requires that compensation cost relating to share-based payment transactions be recognized in financial statements. That cost will be measured based on the grant date fair value of the equity instruments issued. In April 2005, the SEC amended the compliance dates for FASB Statement No. 123R. For Alabama Power, this statement is now effective beginning January 1, 2006. Although the compensation expense calculation required under the revised statement differs slightly, the impacts on Alabama Power’s financial statements are expected to be similar to the pro forma disclosures included in Note 1 to the financial statements of Alabama Power under “Stock Options” in Item 8 of the Form 10-K and in Note (C) to the Condensed Financial Statements herein.
     FASB Interpretation No. 47 (FIN 47), Accounting for Conditional Asset Retirement Obligations, was issued in March 2005. This interpretation requires that asset retirement obligations be recorded when a legal obligation exists even though the timing and/or the method of settlement are conditional on a future event. For Alabama Power, FIN 47 is effective no later than December 31, 2005. Alabama Power is currently assessing the impact of FIN 47 on its balance sheet; however, adoption is not currently expected to have a material impact on Alabama Power’s income statement.
     In December 2004, the FASB issued Staff Position No. 109-1 (FSP 109-1), Application of FASB Statement No. 109, Accounting for Income Taxes, to the Tax Deduction on Qualified Production Activities provided by the American Jobs Creation Act of 2004, which requires that the generation deduction for utilities be accounted for as a special tax deduction rather than as a tax rate reduction. Alabama Power adopted FSP 109-1 in the first quarter of 2005 with no material impact on its financial statements.
FINANCIAL CONDITION AND LIQUIDITY
Overview
Alabama Power’s financial condition continued to be strong at June 30, 2005. Net cash flows from operating activities totaled $281 million for the first six months of 2005, compared to $291.9 million for the first six months of 2004. The $10.9 million decrease in the first six months resulted primarily from an increase in cost

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ALABAMA POWER COMPANY
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
and inventory of fuel. Those costs are recoverable in future periods and are reflected on the balance sheets as under recovered regulatory clause revenues. Gross property additions to utility plant were $379.7 million in the first six months of 2005 and are included in the balance sheets herein. The majority of funds needed for gross property additions since 2000 has been provided from operating activities.
Capital Requirements and Contractual Obligations
See MANAGEMENT’S DISCUSSION AND ANALYSIS — FINANCIAL CONDITION AND LIQUIDITY “Capital Requirements and Contractual Obligations” of Alabama Power in Item 7 of the Form 10-K for a description of Alabama Power’s capital requirements for its construction program, lease obligations, purchase commitments, and trust funding requirements. See Note (I) to the Condensed Financial Statements herein for information concerning the suspension of the funding of the Nuclear Decommissioning Trust. Approximately $422 million will be required by June 30, 2006 for redemptions and maturities of long-term debt.
Sources of Capital
Alabama Power plans to obtain the funds required for construction and other purposes from sources similar to those used in the past, including funds from operations and new security issuances. The amount, type, and timing of any financings — if needed — will depend upon maintenance of adequate earnings, regulatory approval, prevailing market conditions, and other factors. See MANAGEMENT’S DISCUSSION AND ANALYSIS – FINANCIAL CONDITION AND LIQUIDITY – “Sources of Capital” of Alabama Power in Item 7 of the Form 10-K for additional information.
     To meet short-term cash needs and contingencies, Alabama Power had at June 30, 2005 approximately $41 million of cash and cash equivalents, unused committed lines of credit of approximately $872 million (including $504 million of such lines which are dedicated to funding purchase obligations relating to variable rate pollution control bonds), of which $136 million will expire at various times during 2005, and an extendible commercial note program. Alabama Power expects to renew its credit facilities, as needed, prior to expiration. See Note 6 to the financial statements of Alabama Power under “Bank Credit Arrangements” in Item 8 of the Form 10-K for additional information. Alabama Power may also meet short-term cash needs through a Southern Company subsidiary organized to issue and sell commercial paper and extendible commercial notes at the request and for the benefit of Alabama Power and other Southern Company subsidiaries. Alabama Power has regulatory authority for up to $1 billion of short-term borrowings. At June 30, 2005, Alabama Power had no commercial paper or extendible notes payable outstanding. Management believes that the need for working capital can be adequately met by issuing commercial paper or utilizing lines of credit without maintaining large cash balances.
Credit Rating Risk
Alabama Power does not have any credit arrangements that would require material changes in payment schedules or terminations as a result of a credit rating downgrade. However, Alabama Power is party to certain derivative agreements that could require collateral and/or accelerated payment in the event of a credit rating change to below investment grade. These agreements are primarily for natural gas price and interest rate risk management activities. At June 30, 2005, Alabama Power had no material exposure under these contracts.

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ALABAMA POWER COMPANY
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Market Price Risk
Alabama Power’s market risk exposures relative to interest rate changes have not changed materially compared with the December 31, 2004 reporting period. In addition, Alabama Power is not aware of any facts or circumstances that would significantly affect such exposures in the near term.
     Due to cost-based rate regulations, Alabama Power has limited exposure to market volatility in interest rates, commodity fuel prices, and prices of electricity. To mitigate residual risks relative to movements in electricity prices, Alabama Power enters into fixed-price contracts for the purchase and sale of electricity through the wholesale electricity market. Alabama Power has also implemented a retail fuel hedging program at the instruction of the Alabama PSC.
     The fair value of derivative energy contracts at June 30, 2005 was as follows:
                 
    Second Quarter        
    2005     Year-to-Date  
    Changes     Changes  
    Fair Value  
    (in thousands)  
Contracts beginning of period
  $ 38,162     $ 4,017  
Contracts realized or settled
    (15,190 )     (11,370 )
New contracts at inception
           
Changes in valuation techniques
           
Current period changes (a)
    (3,717 )     26,608  
 
Contracts at June 30, 2005
  $ 19,255     $ 19,255  
 
(a)   Current period changes also include the changes in fair value of new contracts entered into during the period.
                         
    Source of June 30, 2005  
    Valuation Prices  
    Total     Maturity  
    Fair Value     Year 1     1-3 Years  
    (in thousands)
Actively quoted
  $ 19,300     $ 12,569     $ 6,731  
External sources
    (45 )     (45 )      
Models and other methods
                 
 
Contracts at June 30, 2005
  $ 19,255     $ 12,524     $ 6,731  
 
     For additional information, see MANAGEMENT’S DISCUSSION AND ANALYSIS – FINANCIAL CONDITION AND LIQUIDITY “Market Price Risk” of Alabama Power in Item 7 and Notes 1 and 6 to the financial statements of Alabama Power under “Financial Instruments” in Item 8 of the Form 10-K and Note (F) to the Condensed Financial Statements herein.
Financing Activities
In the first quarter 2005, Alabama Power issued $250 million of Series DD 5.65% Senior Notes due March 15, 2035. The proceeds from the sale were used to repay a portion of Alabama Power’s outstanding short-term indebtedness and for other general corporate purposes, including Alabama Power’s continuing construction

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ALABAMA POWER COMPANY
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
activities. Alabama Power settled interest rate swaps related to the transaction at a cost of $21 million, which was recorded in other comprehensive income. This cost will be amortized over a 30-year period.
     In the second quarter 2005, Alabama Power entered into two interest rate hedges related to the anticipated issuance of senior notes totaling $600 million. The notes are expected to be issued in 2005 and 2006.
     In June 2005, Alabama Power issued 1,000,000 shares of common stock to Southern Company at $40.00 a share ($40 million aggregate purchase price). The proceeds from the sale were used by Alabama Power for general corporate purposes.
     In addition to any financings that may be necessary to meet capital requirements and contractual obligations, Alabama Power plans to continue, when economically feasible, a program to retire higher-cost securities and replace these obligations with lower-cost capital if market conditions permit.

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GEORGIA POWER COMPANY

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GEORGIA POWER COMPANY
CONDENSED STATEMENTS OF INCOME (UNAUDITED)
                                 
    For the Three Months     For the Six Months  
    Ended June 30,     Ended June 30,  
    2005     2004     2005     2004  
    (in thousands)     (in thousands)  
Operating Revenues:
                               
Retail revenues
  $ 1,227,087     $ 1,199,220     $ 2,412,323     $ 2,237,015  
Sales for resale —
                               
Non-affiliates
    126,000       61,597       238,852       127,053  
Affiliates
    54,743       48,950       80,374       103,092  
Other revenues
    51,358       43,395       98,069       85,391  
 
                       
Total operating revenues
    1,459,188       1,353,162       2,829,618       2,552,551  
 
                       
Operating Expenses:
                               
Fuel
    412,050       324,220       721,316       609,434  
Purchased power —
                               
Non-affiliates
    64,523       97,392       117,497       160,081  
Affiliates
    140,800       139,319       360,804       274,461  
Other operations
    223,471       220,799       425,550       419,192  
Maintenance
    123,575       124,675       240,225       233,143  
Depreciation and amortization
    124,999       68,542       248,099       136,279  
Taxes other than income taxes
    58,648       56,488       119,407       112,920  
 
                       
Total operating expenses
    1,148,066       1,031,435       2,232,898       1,945,510  
 
                       
Operating Income
    311,122       321,727       596,720       607,041  
Other Income and (Expense):
                               
Allowance for equity funds used during construction
    7,935       4,700       17,192       8,047  
Interest income
    31       1,768       502       4,120  
Interest expense, net of amounts capitalized
    (55,174 )     (48,293 )     (105,594 )     (93,943 )
Interest expense to affiliate trusts
    (14,877 )     (14,810 )     (29,755 )     (14,810 )
Distributions on mandatorily redeemable preferred securities
                      (15,839 )
Other income (expense), net
    2,821       (5,613 )     (21 )     (10,008 )
 
                       
Total other income and (expense)
    (59,264 )     (62,248 )     (117,676 )     (122,433 )
 
                       
Earnings Before Income Taxes
    251,858       259,479       479,044       484,608  
Income taxes
    94,140       103,597       178,794       184,717  
 
                       
Net Income
    157,718       155,882       300,250       299,891  
Dividends on Preferred Stock
    167       167       335       335  
 
                       
Net Income After Dividends on Preferred Stock
  $ 157,551     $ 155,715     $ 299,915     $ 299,556  
 
                       
CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
                                 
    For the Three Months     For the Six Months  
    Ended June 30,     Ended June 30,  
    2005     2004     2005     2004  
    (in thousands)     (in thousands)  
Net Income After Dividends on Preferred Stock
  $ 157,551     $ 155,715     $ 299,915     $ 299,556  
Other comprehensive income (loss):
                               
Change in fair value of marketable securities, net of tax of $28 and $103, respectively
    46             164        
Changes in fair value of qualifying hedges, net of tax of $(7,260), $4,590, $(5,890) and $3,710, respectively
    (11,510 )     7,277       (9,338 )     5,882  
Reclassification adjustment for amounts included in net income, net of tax of $345, $558, $521 and $1,237, respectively
    246       884       526       1,961  
 
                       
COMPREHENSIVE INCOME
  $ 146,333     $ 163,876     $ 291,267     $ 307,399  
 
                       
The accompanying notes as they relate to Georgia Power are an integral part of these condensed financial statements.

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GEORGIA POWER COMPANY
CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
                 
    For the Six Months  
    Ended June 30,  
    2005     2004  
    (in thousands)  
Operating Activities:
               
Net income
  $ 300,250     $ 299,891  
Adjustments to reconcile net income to net cash provided from operating activities —
               
Depreciation and amortization
    292,447       177,927  
Deferred income taxes and investment tax credits
    89,724       127,958  
Deferred expenses — affiliates
    20,302       8,454  
Allowance for equity funds used during construction
    (17,192 )     (8,047 )
Pension, postretirement, and other employee benefits
    5,318       1,616  
Tax benefit of stock options
    10,854       5,570  
Other, net
    (11,912 )     (19,266 )
Changes in certain current assets and liabilities —
               
Receivables, net
    (247,991 )     (146,027 )
Fossil fuel stock
    (23,692 )     (6,309 )
Materials and supplies
    (16,024 )     (2,680 )
Other current assets
    14,055       29,779  
Accounts payable
    (59,236 )     50,399  
Accrued taxes
    43,098       (78,952 )
Accrued compensation
    (64,952 )     (67,828 )
Other current liabilities
    22,357       25,648  
 
           
Net cash provided from operating activities
    357,406       398,133  
 
           
Investing Activities:
               
Gross property additions
    (408,120 )     (339,171 )
Purchase of property from affiliates
          (333,253 )
Cost of removal net of salvage
    (10,359 )     (14,236 )
Change in construction payables, net of joint owner portion
    (39,400 )     (23,743 )
Other
    24,356       10,899  
 
           
Net cash used for investing activities
    (433,523 )     (699,504 )
 
           
Financing Activities:
               
Increase in notes payable, net
    171,669       234,749  
Proceeds —
               
Senior notes
    375,000       350,000  
Pollution control bonds
    185,000        
Mandatorily redeemable preferred securities
          200,000  
Capital contributions from parent company
    100,000       223,000  
Redemptions —
               
Senior notes
    (300,000 )     (200,000 )
Pollution control redemptions
    (85,000 )      
Mandatorily redeemable preferred securities
          (200,000 )
Special deposits — redemption funds
    (100,000 )      
Payment of preferred stock dividends
    (211 )     (209 )
Payment of common stock dividends
    (278,050 )     (282,750 )
Other
    (16,494 )     (11,860 )
 
           
Net cash provided from financing activities
    51,914       312,930  
 
           
Net Change in Cash and Cash Equivalents
    (24,203 )     11,559  
Cash and Cash Equivalents at Beginning of Period
    33,497       8,699  
 
           
Cash and Cash Equivalents at End of Period
  $ 9,294     $ 20,258  
 
           
Supplemental Cash Flow Information:
               
Cash paid during the period for —
               
Interest (net of $6,996 and $2,804 capitalized for 2005 and 2004, respectively)
  $ 123,323     $ 120,449  
Income taxes (net of refunds)
  $ 3,310     $ 35,078  
The accompanying notes as they relate to Georgia Power are an integral part of these condensed financial statements.

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GEORGIA POWER COMPANY
CONDENSED BALANCE SHEETS (UNAUDITED)
                 
    At June 30,     At December 31,  
Assets   2005     2004  
    (in thousands)  
Current Assets:
               
Cash and cash equivalents
  $ 9,294     $ 33,497  
Receivables —
               
Customer accounts receivable
    361,605       317,937  
Unbilled revenues
    168,392       140,027  
Under recovered regulatory clause revenues
    153,301       345,542  
Special deposits — redemption funds
    100,000        
Other accounts and notes receivable
    85,223       94,377  
Affiliated companies
    31,350       17,042  
Accumulated provision for uncollectible accounts
    (6,575 )     (7,100 )
Fossil fuel stock, at average cost
    207,959       184,267  
Vacation pay
    57,227       57,372  
Materials and supplies, at average cost
    286,446       270,422  
Prepaid expenses
    10,862       32,695  
Other
    23,730       28,262  
 
           
Total current assets
    1,488,814       1,514,340  
 
           
Property, Plant, and Equipment:
               
In service
    19,327,416       18,681,533  
Less accumulated provision for depreciation
    7,392,744       7,217,607  
 
           
 
    11,934,672       11,463,926  
Nuclear fuel, at amortized cost
    129,567       124,745  
Construction work in progress
    443,904       766,140  
 
           
Total property, plant, and equipment
    12,508,143       12,354,811  
 
           
Other Property and Investments:
               
Equity investments in unconsolidated subsidiaries
    65,949       66,192  
Nuclear decommissioning trusts, at fair value
    466,656       459,194  
Other
    64,472       64,571  
 
           
Total other property and investments
    597,077       589,957  
 
           
Deferred Charges and Other Assets:
               
Deferred charges related to income taxes
    506,259       505,664  
Prepaid pension costs
    460,865       450,270  
Unamortized debt issuance expense
    88,638       77,925  
Unamortized loss on reacquired debt
    172,961       176,825  
Deferred under recovered regulatory clause revenues
    362,692        
Other regulatory assets
    94,288       69,637  
Other
    76,410       82,909  
 
           
Total deferred charges and other assets
    1,762,113       1,363,230  
 
           
Total Assets
  $ 16,356,147     $ 15,822,338  
 
           
The accompanying notes as they relate to Georgia Power are an integral part of these condensed financial statements.

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GEORGIA POWER COMPANY
CONDENSED BALANCE SHEETS (UNAUDITED)
                 
    At June 30,     At December 31,  
Liabilities and Stockholder's Equity   2005     2004  
    (in thousands)  
Current Liabilities:
               
Securities due within one year
  $ 402,603     $ 452,498  
Notes payable
    379,902       208,233  
Accounts payable —
               
Affiliated
    157,765       194,253  
Other
    248,786       310,763  
Customer deposits
    122,446       115,661  
Accrued taxes —
               
Income taxes
    183,985       78,269  
Other
    115,596       129,520  
Accrued interest
    78,595       74,529  
Accrued vacation pay
    44,179       44,894  
Accrued compensation
    62,388       127,340  
Other
    124,252       83,632  
 
           
Total current liabilities
    1,920,497       1,819,592  
 
           
Long-term Debt
    3,931,825       3,709,852  
 
           
Long-term Debt Payable to Affiliated Trusts
    969,073       969,073  
 
           
Deferred Credits and Other Liabilities:
               
Accumulated deferred income taxes
    2,598,783       2,556,040  
Deferred credits related to income taxes
    164,588       170,973  
Accumulated deferred investment tax credits
    293,872       300,018  
Employee benefit obligations
    346,916       331,002  
Asset retirement obligations
    520,298       504,515  
Other cost of removal obligations
    416,431       411,692  
Miscellaneous regulatory liabilities
    90,672       84,678  
Other
    73,974       59,733  
 
           
Total deferred credits and other liabilities
    4,505,534       4,418,651  
 
           
Total Liabilities
    11,326,929       10,917,168  
 
           
Preferred Stock
    14,609       14,609  
 
           
Common Stockholder’s Equity:
               
Common stock, without par value—
               
Authorized — 15,000,000 shares
               
Outstanding — 7,761,500 shares
    344,250       344,250  
Paid-in capital
    2,589,121       2,478,268  
Retained earnings
    2,124,641       2,102,798  
Accumulated other comprehensive loss
    (43,403 )     (34,755 )
 
           
Total common stockholder’s equity
    5,014,609       4,890,561  
 
           
Total Liabilities and Stockholder’s Equity
  $ 16,356,147     $ 15,822,338  
 
           
The accompanying notes as they relate to Georgia Power are an integral part of these condensed financial statements.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
SECOND QUARTER 2005 vs. SECOND QUARTER 2004
AND
YEAR-TO-DATE 2005 vs. YEAR-TO-DATE 2004
OVERVIEW
Georgia Power operates as a vertically integrated utility providing electricity to retail customers within its traditional service area located within the State of Georgia and to wholesale customers in the Southeast. Many factors affect the opportunities, challenges, and risks of Georgia Power’s business of selling electricity. These factors include the ability to maintain a stable regulatory environment, to achieve energy sales growth while containing costs, and to recover costs related to growing demand and increasingly stringent environmental standards.
     Georgia Power continues to focus on several key performance indicators. These indicators include customer satisfaction, peak season equivalent forced outage rate, and return on equity. For additional information on these indicators, see MANAGEMENT’S DISCUSSION AND ANALYSIS – OVERVIEW – “Key Performance Indicators” of Georgia Power in Item 7 of the Form 10-K.
RESULTS OF OPERATIONS
Earnings
Georgia Power’s net income after dividends on preferred stock for the second quarter and year-to-date 2005 was $157.6 million and $299.9 million, respectively, compared to $155.7 million and $299.6 million, respectively, for the corresponding periods in 2004. The $1.9 million and $0.3 million increases in the second quarter and year-to-date 2005, respectively, over the corresponding periods in 2004 were primarily due to higher retail base revenues resulting from the retail rate increase effective January 1, 2005, offset by increased non-fuel operating expenses. For additional information on the rate increase, see MANAGEMENT’S DISCUSSION AND ANALYSIS – FUTURE EARNINGS POTENTIAL – “FERC and Georgia PSC Matters – Retail Rate Case” of Georgia Power in Item 7 and Note 3 to the financial statements of Georgia Power under “Retail Rate Orders” in Item 8 of the Form 10-K.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
     Significant income statement items appropriate for discussion include the following:
                                 
    Increase (Decrease)  
    Second Quarter   Year-To-Date  
      (in thousands)       %       (in thousands)       %  
Retail revenues
  $ 27,867       2.3     $ 175,308       7.8  
Sales for resale — non-affiliates
    64,403       104.6       111,799       88.0  
Sales for resale — affiliates
    5,793       11.8       (22,718 )     (22.0 )
Other revenues
    7,963       18.4       12,678       14.8  
Fuel expense
    87,830       27.1       111,882       18.4  
Purchased power expense — non-affiliates
    (32,869 )     (33.7 )     (42,584 )     (26.6 )
Purchased power expense — affiliates
    1,481       1.1       86,343       31.5  
Depreciation and amortization expense
    56,457       82.4       111,820       82.1  
Allowance for equity funds used during construction
    3,235       68.8       9,145       113.6  
Interest expense, net of amounts capitalized
    6,881       14.2       11,651       12.4  
Other income (expense), net
    8,434       150.3       9,987       99.8  
     Retail revenues. The chart below reflects the primary drivers of the 2.3% and 7.8% increases in retail revenues in the second quarter and year-to-date 2005, respectively, compared to the same periods in the prior year. Excluding fuel cost recovery revenues, which generally do not affect net income, retail sales revenue increased by $29.6 million, or 3.7%, and $89.4 million, or 5.9%, in the second quarter and year-to-date 2005 compared to the corresponding periods in 2004, primarily due to the retail rate increase effective January 1, 2005. See Note 3 to the financial statements of Georgia Power under “Retail Rate Orders” in Item 8 of the Form 10-K for additional information. During the second quarter 2005, kilowatt-hour energy sales to residential, commercial, and industrial customers were down by 7.4%, up by 2.8%, and down by 5.6%, respectively, when compared to the same period in 2004, which resulted in total kilowatt-hour energy sales decreasing 3% in the second quarter of 2005. Year-to-date kilowatt-hour energy sales to residential, commercial, and industrial customers were down by 4.8%, up by 2.8%, and down by 4.1%, resulting in a total kilowatt-hour energy sales decrease of 1.8%. The decreases in kilowatt-hour energy sales in the second quarter and year-to-date 2005 were due to milder weather in 2005, despite customer growth of 1.8% in the residential sector. The increase in commercial kilowatt-hour energy sales in the second quarter and year-to-date 2005 can be attributed to sustained economic strength, customer growth of 2.4%, and a reclassification of customers from industrial to commercial to be consistent with the rate structure approved by the Georgia PSC when compared to the same periods in 2004. Industrial kilowatt-hour energy sales were down primarily as a result of this reclassification of customers.
     Details of retail revenues are as follows:
                                 
    Second Quarter             Year-to-Date        
    2005             2005        
    (in millions)     % change     (in millions)     % change  
Retail – prior year
  $ 1,199             $ 2,237          
Change in —
                               
Base rates
    41       3.4       85       3.8  
Sales growth
    12       1.0       34       1.5  
Weather
    (23 )     (1.9 )     (30 )     (1.3 )
Fuel cost recovery
    (2 )     (0.2 )     86       3.8  
 
Retail — current year
  $ 1,227       2.3 %   $ 2,412       7.8 %
 

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     Sales for resale – non-affiliates and Purchased power expense – non-affiliates. During the second quarter and year-to-date 2005, sales for resale to non-affiliates increased primarily as a result of new contracts with these customers effective in January 2005 when compared to the corresponding periods in 2004 which increased demand for energy by 88.2% and 73.6%, respectively. The capacity component of these transactions increased $18.3 million and $36.6 million in the second quarter and year-to-date 2005, respectively, over the same periods in 2004. Purchased power expense – non-affiliates decreased during the second quarter and year-to-date 2005 due to lower demand resulting from the milder weather and Georgia Power’s ability to utilize more economical self-generation from base load resources. These expenses do not have a significant impact on earnings since energy expenses are generally offset by energy revenues through Georgia Power’s fuel cost recovery clause.
     Sales for resale – affiliates and Purchased power expense – affiliates. Energy sales to and purchases from affiliated companies within the Southern Company system will vary depending on demand and the availability and cost of generating resources at each company. These sales and purchases are made in accordance with the IIC, as approved by the FERC. These transactions did not have a significant impact on earnings since this energy is generally sold at marginal cost and energy purchases are generally offset by energy revenues through Georgia Power’s fuel cost recovery clause. Purchased power from affiliates during the second quarter and year-to-date 2005 when compared to the same periods in 2004 reflects $12.8 million and $30.4 million, respectively, of additional capacity expenses under PPAs with Southern Power that went into effect in June 2004. See Note 7 to the financial statements of Georgia Power under “Purchased Power Commitments” in Item 8 of the Form 10-K for additional information.
     Other revenues. Other revenues increased in the second quarter and year-to-date 2005 as compared with the same periods in 2004 as a result of $1.7 million and $3.2 million, respectively, of higher outdoor lighting revenues, $1.3 million and $2.4 million, respectively, of higher customer fees that went into effect January 2005, and $1.3 million and $2.3 million, respectively, of higher transmission revenues.
     Fuel expense. Fuel expense increased in the second quarter and year-to-date 2005 primarily as a result of an increase in the average cost of fuel per net kilowatt-hour generated of 16.3% and 15.2%, respectively, when compared to the same periods in the prior year. These expenses do not have a significant impact on earnings since fuel expenses are generally offset by fuel revenues through Georgia Power’s fuel cost recovery clause. See MANAGEMENT’S DISCUSSION AND ANALYSIS – FUTURE EARNINGS POTENTIAL – “FERC and Georgia PSC Matters – Retail Fuel Cost Recovery” and Note (J) to the Condensed Financial Statements herein for additional information.
     Depreciation and amortization expense. Depreciation and amortization expense in the second quarter and year-to-date 2005 compared to the same periods in the prior year increased primarily due to the expiration in 2004 of certain provisions in Georgia Power’s three-year retail rate plan ending December 31, 2004 (2001 Retail Rate Plan). In accordance with the 2001 Retail Rate Plan, Georgia Power amortized an accelerated cost recovery liability as a credit to amortization expense and recognized new Georgia PSC-certified purchased power costs in rates evenly over the three years ended December 31, 2004. This treatment resulted in a credit to amortization expense of $47 million and $94 million, respectively, during the second quarter and year-to-date 2004. See Note 3 to the financial statements of Georgia Power under “Retail Rate Orders” in Item 8 of the Form 10-K for additional information.
     Allowance for equity funds used during construction. The second quarter and year-to-date 2005 increases in AFUDC equity compared to the same periods in the prior year relate primarily to construction of the McIntosh combined cycle units 10 and 11. See Note 3 to the financial statements of Georgia Power under “Plant McIntosh Construction Project” in Item 8 of the Form 10-K for further information. AFUDC equity is non-taxable;

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however, these increases are not expected to have a significant impact on Georgia Power’s effective tax rate for 2005.
     Interest expense, net of amounts capitalized. The second quarter and year-to-date 2005 increases in interest expense, net of amounts capitalized relate primarily to the issuance of additional senior notes since June 2004.
     Other income (expense), net. The second quarter and year-to-date 2005 increases in other income (expense), net compared to the same periods in the prior year relate primarily to $4.5 million and $5.2 million of revenue, respectively, from the flat bill pricing program and the timing of the employee stock ownership plan contribution made in June 2004 of $3.4 million. The 2005 contribution is expected to occur in the third quarter.
FUTURE EARNINGS POTENTIAL
The results of operations discussed above are not necessarily indicative of Georgia Power’s future earnings potential. The level of Georgia Power’s future earnings depends on numerous factors that affect the opportunities, challenges, and risks of Georgia Power’s business of selling electricity. These factors include Georgia Power’s ability to maintain a stable regulatory environment, to achieve energy sales growth while containing costs, and to recover costs related to growing demand and increasingly stringent environmental standards. Future earnings in the near term will depend, in part, upon growth in energy sales which is subject to a number of factors. These factors include weather, competition, new energy contracts with neighboring utilities, energy conservation practiced by customers, the price of electricity, the price elasticity of demand, and the rate of economic growth in Georgia Power’s service area. For additional information relating to these issues, see BUSINESS – The SOUTHERN System – “Risk Factors” in Item 1 and MANAGEMENT’S DISCUSSION AND ANALYSIS – FUTURE EARNINGS POTENTIAL of Georgia Power in Item 7 of the Form 10-K.
Environmental Matters
Compliance costs related to the Clean Air Act and other environmental regulations could affect earnings if such costs cannot be fully recovered in rates on a timely basis. For additional information, including information on certain environmental litigation, see MANAGEMENT’S DISCUSSION AND ANALYSIS — FUTURE EARNINGS POTENTIAL – “Environmental Matters” of Georgia Power in Item 7 and Note 3 to the financial statements of Georgia Power under “New Source Review Actions” in Item 8 of the Form 10-K.
Plant Wansley Environmental Litigation
In March 2005, the U.S. Court of Appeals for the Eleventh Circuit accepted Georgia Power’s petition for review of the U.S. District Court for the Northern District of Georgia’s December 15, 2004 order related to the Plant Wansley environmental litigation. Oral argument on that appeal has not been scheduled. See MANAGEMENT’S DISCUSSION AND ANALYSIS — FUTURE EARNINGS POTENTIAL – “Environmental Matters – Plant Wansley Environmental Litigation” of Georgia Power in Item 7 and Note 3 to the financial statements of Georgia Power under “Plant Wansley Environmental Litigation” in Item 8 of the Form 10-K and Note (B) to the Condensed Financial Statements herein under “Plant Wansley Environmental Litigation” for additional information. The ultimate outcome of this matter cannot now be determined.
Other Environmental Matters
The EPA issued the final Clean Air Interstate Rule on March 10, 2005. The rule addresses sulfur dioxide (SO2) and nitrogen oxide (NOx) emissions that contribute to nonattainment of the eight-hour ozone and fine particulate

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matter National Ambient Air Quality Standards. Twenty-eight eastern states, including the State of Georgia, are subject to the fine particulate and/or the eight-hour ozone requirements set forth within the rule. The rule may require additional reductions of NOx and/or SO2 to be achieved by the installation of additional controls at Georgia Power’s facilities or through the purchase of allowances. The impact of this final rule on Georgia Power will, however, depend on the outcome of legal challenges and development and implementation of applicable state regulations and therefore cannot be determined at this time.
     On March 15, 2005, the EPA announced the final Clean Air Mercury Rule, selecting a cap-and-trade approach to be implemented in two phases, 2010 and 2018. The rule sets a permanent cap on emissions at the 2018 level and provides for an emissions allowance trading market. The impact of this final rule on Georgia Power will depend on the outcome of legal challenges and development and implementation of applicable state regulations and therefore cannot be determined at this time.
     On June 15, 2005, the EPA issued final rules addressing Best Available Retrofit Technology (BART) standards under the Regional Haze Program. States must develop regulations to implement the federal regional haze requirements, including BART standards, by December 17, 2007. The impact of the final BART rules on Georgia Power will depend on the outcome of any litigation over the final rules and the development and implementation of the applicable state regulations and therefore cannot be determined at this time.
     On June 14 and 15, 2005, the EPA published final rules approving the redesignation of the Atlanta metro area to “attainment” under the one-hour ground-level ozone standard.
FERC and Georgia PSC Matters
Market-Based Rate Authority
See MANAGEMENT’S DISCUSSION AND ANALYSIS – FUTURE EARNINGS POTENTIAL – “FERC and Georgia PSC Matters – Market-Based Rate Authority” of Georgia Power in Item 7 and Note 3 to the financial statements of Georgia Power under “Market-Based Rate Authority” in Item 8 of the Form 10-K for information on the FERC’s April 2004 order adopting a new interim analysis for measuring generation market power and a proceeding initiated by the FERC in December 2004 to assess Southern Company’s generation dominance within its retail service territory. Georgia Power has authorization from the FERC to sell power to non-affiliates at market-based prices. Georgia Power, through SCS as agent, also has FERC authority to make short-term opportunity sales at market rates. Specific FERC approval must be obtained with respect to a market-based contract with an affiliate. On February 15, 2005, Southern Company submitted additional information related to generation dominance in its retail service territory. On July 8, 2005, the FERC initiated a hearing before an administrative law judge to review the generation market power issues. Any new market-based rate transactions in Southern Company’s retail service territory entered into after February 27, 2005 will be subject to refund to the level of the default cost-based rates, pending the outcome of the proceeding. In the event that the FERC’s default mitigation measures are ultimately applied, Georgia Power may be required to charge cost-based rates for certain wholesale sales in the Southern Company retail service territory, which may be lower than negotiated market-based rates. The impact of such sales through June 30, 2005 is not material to Georgia Power’s net income. The final outcome of this matter will depend on the form in which the final methodology for assessing generation market power and mitigation rules may be ultimately adopted and cannot be determined at this time.
     In addition, on May 5, 2005, the FERC issued an order expanding the generation market power proceeding initiated in December 2004 to include an investigation of whether Southern Company satisfies the other three parts of the FERC’s market-based rate analysis: transmission market power, barriers to entry, and affiliate abuse or reciprocal dealing. The FERC established a new refund period related to this expanded investigation. Any

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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 beginning July 19, 2005. The FERC also directed that this expanded proceeding be held in abeyance pending the outcome of the proceeding on the IIC discussed below.
     Southern Company and its subsidiaries believe that there is no meritorious basis for these allegations and intend to vigorously defend themselves in the proceeding. However, the final outcome of this matter, including any remedies to be applied in the event of an adverse ruling in this proceeding, cannot now be determined.
Intercompany Interchange Contract
Also, on May 5, 2005, the FERC initiated a new proceeding to examine (1) the provisions of the IIC among Alabama Power, Georgia Power, Gulf Power, Mississippi Power, Savannah Electric, Southern Power, and SCS, as agent, under the terms of which the power pool of Southern Company is operated, and, in particular, the propriety of the continued inclusion of Southern Power as a party to the IIC, (2) whether any parties to the IIC have violated the FERC’s standards of conduct applicable to utility companies that are transmission providers, and (3) whether Southern Company’s code of conduct defining Southern Power as a “system company” rather than a “marketing affiliate” is just and reasonable. In 2000, in connection with the formation of Southern Power, the FERC authorized Southern Power’s inclusion in the IIC. The FERC also previously approved Southern Company’s code of conduct. The FERC order directs that the administrative law judge who presided over the McIntosh PPA proceeding be assigned to preside over the hearing in this proceeding and that the testimony and exhibits presented in that proceeding be preserved to the extent appropriate. See Note 3 to the financial statements of Georgia Power under “Plant McIntosh Construction Project” in Item 8 of the Form 10-K for further information on the McIntosh PPA proceeding. Effective July 19, 2005, revenues from transactions under the IIC involving any Southern Company subsidiary will be subject to refund to the extent the FERC orders any changes to the IIC.
     Southern Company and its subsidiaries believe that there is no meritorious basis for these allegations and intend to vigorously defend themselves in the proceeding. However, the final outcome of this matter, including any remedies to be applied in the event of an adverse ruling in this proceeding, cannot now be determined.
Generation Interconnection Agreements
See MANAGEMENT’S DISCUSSION AND ANALYSIS – FUTURE EARNINGS POTENTIAL – “FERC and Georgia PSC Matters – Generation Interconnection Agreements” of Georgia Power in Item 7 of the Form 10-K for information on the FERC’s Order 2003 related to standardization of generation interconnection agreements and procedures. The FERC has indicated that Order 2003, which was effective January 20, 2004, is to be applied prospectively to interconnection agreements. Subsidiaries of Tenaska, Inc., as counterparties to previously executed interconnection agreements with Georgia Power and another Southern Company subsidiary, have filed complaints at the FERC requesting that the FERC modify the agreements and that Georgia Power refund a total of $7.9 million previously paid for interconnection facilities, with interest. Georgia Power has opposed such relief, and the proceedings are still pending. The impact of Order 2003 and its subsequent rehearings on Georgia Power and the final results of these matters cannot be determined at this time.
Retail Fuel Cost Recovery
On May 17, 2005, the Georgia PSC voted to allow Georgia Power to increase customer fuel rates to recover estimated under-recovered fuel costs of approximately $508 million as of May 31, 2005 over the period from June 1, 2005 through May 31, 2009, as well as future projected fuel costs based on a June 2005 through May 2006 test period. The new fuel rate became effective June 1, 2005 and represents an average annual increase in

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revenues of approximately 9.5%, or approximately $473 million. Based on the order, a portion of the under-recovered regulatory clause revenues was reclassified from current assets to deferred charges and other assets on the balance sheet. At June 30, 2005, Georgia Power’s under-recovered fuel costs totaled $516 million, of which $363 million is classified as deferred charges and other assets. See Note 3 to the financial statements of Georgia Power under “Fuel Cost Recovery” in Item 8 of the Form 10-K and Note (J) to the Condensed Financial Statements herein for additional information.
Other Matters
In July 2005, the U.S. Congress passed the Energy Policy Act of 2005 (Energy Act), which President Bush is expected to sign into law in early August 2005. Among other things, the Energy Act includes various tax subsidies for electric utilities and provisions repealing the PUHCA. The Energy Act also amends federal energy laws and provides the FERC with new oversight responsibilities for the electric utility industry. The implementation of the Energy Act requires proceedings at the state level and the development of regulations by the FERC, as well as other federal agencies. Georgia Power is still reviewing the legislation; however, its impacts will depend on the promulgation and implementation of final rules and cannot be determined at this time.
     Georgia Power is subject to certain claims and legal actions arising in the ordinary course of business. In addition, Georgia Power’s business activities are subject to extensive governmental regulation related to public health and the environment. Litigation over environmental issues and claims of various types, including property damage, personal injury, and citizen enforcement of environmental requirements, has increased generally throughout the United States. In particular, personal injury claims for damages caused by alleged exposure to hazardous materials have become more frequent. The ultimate outcome of such litigation against Georgia Power cannot be predicted at this time; however, management does not anticipate that the liabilities, if any, arising from such current proceedings would have a material adverse effect on Georgia Power’s financial statements.
     See the Notes to the Condensed Financial Statements herein for discussion of various contingencies and other matters which may affect future earnings potential.
ACCOUNTING POLICIES
Application of Critical Accounting Policies and Estimates
Georgia Power prepares its financial statements in accordance with accounting principles generally accepted in the United States. Significant accounting policies are described in Note 1 to the financial statements of Georgia Power in Item 8 of the Form 10-K. In the application of these policies, certain estimates are made that may have a material impact on Georgia Power’s results of operations and related disclosures. Different assumptions and measurements could produce estimates that are significantly different from those recorded in the financial statements. Also see MANAGEMENT’S DISCUSSION AND ANALYSIS — ACCOUNTING POLICIES – “Application of Critical Accounting Policies and Estimates” of Georgia Power in Item 7 of the Form 10-K for a complete discussion of Georgia Power’s critical accounting policies and estimates related to Electric Utility Regulation, Contingent Obligations, and Unbilled Revenues.
New Accounting Standards
FASB Statement No. 123R, Share-Based Payments, was issued in December 2004. This statement requires that compensation cost relating to share-based payment transactions be recognized in financial statements. That cost will be measured based on the grant date fair value of the equity instruments issued. In April 2005, the SEC amended the compliance dates for FASB Statement No. 123R. For Georgia Power, this statement is now effective beginning January 1, 2006. Although the compensation expense calculation required under the revised statement differs slightly, the impacts on Georgia Power’s financial statements are expected to be similar to the

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pro forma disclosures included in Note 1 to the financial statements of Georgia Power under “Stock Options” in Item 8 of the Form 10-K and in Note (C) to the Condensed Financial Statements herein.
     FASB Interpretation No. 47 (FIN 47), Accounting for Conditional Asset Retirement Obligations, was issued in March 2005. This interpretation requires that asset retirement obligations be recorded when a legal obligation exists even though the timing and/or the method of settlement are conditional on a future event. For Georgia Power, FIN 47 is effective no later than December 31, 2005. Georgia Power is currently assessing the impact of FIN 47 on its balance sheet; however, adoption is not currently expected to have a material impact on Georgia Power’s income statement.
     In December 2004, the FASB issued Staff Position No. 109-1 (FSP 109-1), Application of FASB Statement No. 109, Accounting for Income Taxes, to the Tax Deduction on Qualified Production Activities provided by the American Jobs Creation Act of 2004, which requires that the generation deduction for utilities be accounted for as a special tax deduction rather than as a tax rate reduction. Georgia Power adopted FSP 109-1 in the first quarter of 2005 with no material impact on its financial statements.
FINANCIAL CONDITION AND LIQUIDITY
Overview
Georgia Power’s financial condition remained stable at June 30, 2005. Net cash flow from operating activities totaled $357 million for the year-to-date 2005, compared to $398 million for the same period in 2004. The decrease of $41 million in 2005 is primarily the result of higher fuel costs, which are recoverable in future periods and are reflected in the balance sheets as under recovered regulatory clause revenues. During year-to-date 2005, gross property additions were $408.1 million. These additions were primarily related to the construction of Plant McIntosh Units 10 and 11, transmission and distribution facilities, purchases of nuclear fuel, and purchases of equipment to comply with environmental standards. The majority of funds for these additions and other capital requirements were derived primarily from operating activities and financing activities. See Georgia Power’s Condensed Statements of Cash Flows herein for further details.
Capital Requirements and Contractual Obligations
See MANAGEMENT’S DISCUSSION AND ANALYSIS – FINANCIAL CONDITION AND LIQUIDITY “Capital Requirements and Contractual Obligations” of Georgia Power in Item 7 of the Form 10-K for a description of Georgia Power’s capital requirements for its construction program, lease obligations, purchase commitments, and trust funding requirements. Approximately $403 million will be required by June 30, 2006 for redemptions and maturities of long-term debt.
Sources of Capital
Georgia Power plans to obtain the funds required for construction and other purposes from sources similar to those used in the past, including funds from operations and new security issuances. The amount, type, and timing of any financings, if needed, will depend upon maintenance of adequate earnings, regulatory approval, prevailing market conditions, and other factors. See MANAGEMENT’S DISCUSSION AND ANALYSIS – FINANCIAL CONDITION AND LIQUIDITY – “Sources of Capital” of Georgia Power in Item 7 of the Form 10-K for additional information.
     At June 30, 2005, Georgia Power’s current liabilities exceeded current assets because of the continued use of short-term debt as a funding source to meet cash needs, which can fluctuate significantly due to the

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seasonality of the business. To meet short-term cash needs and contingencies, Georgia Power had at June 30, 2005 approximately $9 million of cash and cash equivalents and $780 million of unused credit arrangements with banks. Of these facilities, $70.4 million expire in 2006, $350 million expire in 2007, and $360 million expire in 2010. The facilities that expire in 2006 contain provisions allowing two year term loans executable at expiration. Georgia Power expects to renew its credit facilities, as needed, prior to expiration. These unused credit arrangements provide liquidity support to Georgia Power’s obligations with respect to variable rate pollution control bonds and commercial paper. Georgia Power may also meet short-term cash needs through a Southern Company subsidiary organized to issue and sell commercial paper and extendible commercial notes at the request and for the benefit of Georgia Power and other Southern Company subsidiaries. At June 30, 2005, Georgia Power had approximately $380 million of commercial paper and no extendible commercial notes outstanding. Management believes that the need for working capital can be adequately met by utilizing commercial paper programs and lines of credit without maintaining large cash balances.
Credit Rating Risk
Georgia Power does not have any credit arrangements that would require material changes in payment schedules or terminations as a result of a credit rating downgrade. There are certain contracts that could require collateral, but not accelerated payment, in the event of a credit rating change to BBB- or Baa3 or below. Generally, collateral may be provided for by a Southern Company guaranty, letter of credit, or cash. These contracts are primarily for physical electricity purchases and sales. At June 30, 2005, the maximum potential collateral requirements at a BBB- or Baa3 rating were approximately $8 million. The maximum potential collateral requirements at a rating below BBB- or Baa3 were approximately $246 million. Georgia Power is also party to certain derivative agreements that could require collateral and/or accelerated payment in the event of a credit rating change to below investment grade. These agreements are primarily for natural gas price and interest rate risk management activities. At June 30, 2005, Georgia Power had no material exposure related to these agreements.
Market Price Risk
Georgia Power’s market risk exposures relative to interest rate changes have not changed materially compared with the December 31, 2004 reporting period. In addition, Georgia Power is not aware of any facts or circumstances that would significantly affect such exposures in the near term.
     Due to cost-based rate regulations, Georgia Power has limited exposure to market volatility in interest rates, commodity fuel prices, and prices of electricity. To mitigate residual risks relative to movements in electricity prices, Georgia Power enters into fixed-price contracts for the purchase and sale of electricity through the wholesale electricity market. Georgia Power has also implemented a fuel hedging program at the instruction of the Georgia PSC.

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     The fair value of derivative energy contracts at June 30, 2005 was as follows:
                 
    Second Quarter        
    2005     Year-to-Date  
    Changes     Changes  
    Fair Value  
    (in thousands)  
Contracts beginning of period
  $ 37,132     $ 5,777  
Contracts realized or settled
    (14,212 )     (12,962 )
New contracts at inception
           
Changes in valuation techniques
           
Current period changes (a)
    (4,053 )     26,052  
 
Contracts at June 30, 2005
  $ 18,867     $ 18,867  
 
(a)   Current period changes also include the changes in fair value of new contracts entered into during the period.
                         
    Source of June 30, 2005  
    Valuation Prices  
    Total     Maturity  
    Fair Value     Year 1     1-3 Years  
    (in thousands)  
 
Actively quoted
  $ 18,921     $ 12,391     $ 6,530  
External sources
    (54 )     (54 )      
Models and other methods
                 
 
Contracts at June 30, 2005
  $ 18,867     $ 12,337     $ 6,530  
 
     For additional information, see MANAGEMENT’S DISCUSSION AND ANALYSIS — FINANCIAL CONDITION AND LIQUIDITY — “Market Price Risk” of Georgia Power in Item 7 and Notes 1 and 6 to the financial statements of Georgia Power under “Financial Instruments” in Item 8 of the Form 10-K and Note (F) to the Condensed Financial Statements herein.
Financing Activities
In January 2005, Georgia Power issued $250 million of Series X 5.70% Senior Notes due January 15, 2045. Proceeds from the sale were used to repay at maturity $250 million principal amount of Series L Floating Rate Senior Notes in February 2005.
     In April 2005, Georgia Power incurred obligations in connection with the issuance of $85 million 4.75% pollution control revenue bonds. Proceeds from the sale were used to repay obligations in connection with $85 million of 5.40% pollution control revenue bonds in May 2005. Also in April, Georgia Power issued $125 million of Series Y 5.80% Senior Notes due April 15, 2035. Proceeds were used to repay a portion of Georgia Power’s short-term indebtedness and for other corporate purposes.
     Also, in April 2005, Georgia Power entered into an interest rate swap designed to mitigate its exposure to adverse interest rate movements with respect to the anticipated Series Y Senior Note issuance. In connection with the issuance of such senior notes, Georgia Power terminated the swap at a fair value loss of $0.3 million, which will be amortized over a 10-year period.

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GEORGIA POWER COMPANY
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
     Further, in April 2005, Georgia Power converted the interest rate on $14 million in pollution control revenue bonds from one long-term interest rate to another long-term interest rate. The conversion reduced the interest rate from 5.0% to 4.35%.
     In June 2005, Georgia Power incurred obligations in connection with the issuance of $100 million 4.625% pollution control revenue bonds. Proceeds were held by the trustee and were used to repay obligations in connection with $100 million 5.25% pollution control revenue bonds in July 2005.
     In the first six months of 2005, Georgia Power entered into two derivative transactions to reduce its exposure to interest rate risk. The transactions consisted of a $300 million hedge of an anticipated senior note issuance in 2007 and an interest rate swap on $300 million of tax-exempt pollution control bonds.
     In addition to any financings that may be necessary to meet capital requirements and contractual obligations, Georgia Power plans to continue, when economically feasible, a program to retire higher-cost securities and replace these obligations with lower-cost capital.

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GULF POWER COMPANY

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GULF POWER COMPANY
CONDENSED STATEMENTS OF INCOME (UNAUDITED)
                                 
    For the Three Months     For the Six Months  
    Ended June 30,     Ended June 30,  
    2005     2004     2005     2004  
    (in thousands)     (in thousands)  
Operating Revenues:
                               
Retail revenues
  $ 207,110     $ 191,189     $ 369,392     $ 356,273  
Sales for resale —
                               
Non-affiliates
    19,614       18,470       39,326       37,958  
Affiliates
    14,443       21,964       47,043       42,659  
Other revenues
    10,130       9,547       20,133       19,199  
 
                       
Total operating revenues
    251,297       241,170       475,894       456,089  
 
                       
Operating Expenses:
                               
Fuel
    94,814       90,778       187,444       169,194  
Purchased power —
                               
Non-affiliates
    4,958       11,724       10,066       18,157  
Affiliates
    10,829       7,843       16,841       15,271  
Other operations
    41,148       36,430       74,917       69,448  
Maintenance
    16,286       16,773       33,885       32,979  
Depreciation and amortization
    21,333       20,722       42,082       41,274  
Taxes other than income taxes
    17,776       17,076       35,277       34,139  
 
                       
Total operating expenses
    207,144       201,346       400,512       380,462  
 
                       
Operating Income
    44,153       39,824       75,382       75,627  
Other Income and (Expense):
                               
Allowance for equity funds used during construction
    310       345       1,029       872  
Interest income
    444       152       699       287  
Interest expense, net of amounts capitalized
    (8,991 )     (8,138 )     (17,251 )     (16,032 )
Interest expense to affiliate trusts
    (1,147 )     (1,147 )     (2,295 )     (1,147 )
Distributions on mandatorily redeemable preferred securities
                      (1,113 )
Other income (expense), net
    (470 )     (588 )     (997 )     (1,232 )
 
                       
Total other income and (expense)
    (9,854 )     (9,376 )     (18,815 )     (18,365 )
 
                       
Earnings Before Income Taxes
    34,299       30,448       56,567       57,262  
Income taxes
    12,787       11,392       20,355       21,313  
 
                       
Net Income
    21,512       19,056       36,212       35,949  
Dividends on Preferred Stock
    54       54       108       108  
 
                       
Net Income After Dividends on Preferred Stock
  $ 21,458     $ 19,002     $ 36,104     $ 35,841  
 
                       
CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
                                 
    For the Three Months     For the Six Months  
    Ended June 30,     Ended June 30,  
    2005     2004     2005     2004  
    (in thousands)     (in thousands)  
Net Income After Dividends on Preferred Stock
  $ 21,458     $ 19,002     $ 36,104     $ 35,841  
Other comprehensive income (loss):
                               
Change in fair value of marketable securities, net of tax of $40 and $40, respectively
          63             63  
Reclassification adjustment for amounts included in net income, net of tax of $32, $31, $63 and $62, respectively
    49       51       100       101  
 
                       
COMPREHENSIVE INCOME
  $ 21,507     $ 19,116     $ 36,204     $ 36,005  
 
                       
The accompanying notes as they relate to Gulf Power are an integral part of these condensed financial statements.

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GULF POWER COMPANY
CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
                 
    For the Six Months  
    Ended June 30,  
    2005     2004  
    (in thousands)  
Operating Activities:
               
Net income
  $ 36,212     $ 35,949  
Adjustments to reconcile net income to net cash provided from operating activities —
               
Depreciation and amortization
    45,007       44,278  
Deferred income taxes
    (2,553 )     4,097  
Pension, postretirement, and other employee benefits
    1,123       425  
Tax benefit of stock options
    2,659       988  
Other, net
    5,571       (1,880 )
Changes in certain current assets and liabilities —
               
Receivables, net
    (3,394 )     (7,591 )
Fossil fuel stock
    (17,991 )     (6,235 )
Materials and supplies
    1,270       781  
Other current assets
    10,301       338  
Accounts payable
    (38,761 )     6,155  
Accrued taxes
    6,256       17,684  
Accrued compensation
    (7,837 )     (3,457 )
Other current liabilities
    7,987       6,602  
 
           
Net cash provided from operating activities
    45,850       98,134  
 
           
Investing Activities:
               
Gross property additions
    (66,024 )     (66,828 )
Cost of removal net of salvage
    (2,668 )     (3,935 )
Other
    (19,009 )     (7,803 )
 
           
Net cash used for investing activities
    (87,701 )     (78,566 )
 
           
Financing Activities:
               
Increase (decrease) in notes payable, net
    13,710       (32,671 )
Proceeds —
               
Senior notes
          35,000  
Capital contributions from parent company
          25,000  
Payment of preferred stock dividends
    (108 )     (108 )
Payment of common stock dividends
    (34,200 )     (35,000 )
Other
    (270 )     (1,509 )
 
           
Net cash used for financing activities
    (20,868 )     (9,288 )
 
           
Net Change in Cash and Cash Equivalents
    (62,719 )     10,280  
Cash and Cash Equivalents at Beginning of Period
    64,829       2,548  
 
           
Cash and Cash Equivalents at End of Period
  $ 2,110     $ 12,828  
 
           
Supplemental Cash Flow Information:
               
Cash paid during the period for —
               
Interest (net of $454 and $385 capitalized for 2005 and 2004, respectively)
  $ 17,814     $ 15,652  
Income taxes (net of refunds)
  $ 14,419     $ 5,008  
The accompanying notes as they relate to Gulf Power are an integral part of these condensed financial statements.

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GULF POWER COMPANY
CONDENSED BALANCE SHEETS (UNAUDITED)
                 
    At June 30,     At December 31,  
Assets   2005     2004  
    (in thousands)  
Current Assets:
               
Cash and cash equivalents
  $ 2,110     $ 64,829  
Receivables —
               
Customer accounts receivable
    53,073       44,255  
Unbilled revenues
    45,203       35,889  
Under recovered regulatory clause revenues
    1,361       9,283  
Other accounts and notes receivable
    12,095       7,177  
Affiliated companies
    3,227       16,218  
Accumulated provision for uncollectible accounts
    (885 )     (2,144 )
Fossil fuel stock, at average cost
    50,990       32,999  
Vacation pay
    5,446       5,446  
Materials and supplies, at average cost
    35,491       36,761  
Prepaid income taxes
    33,540       34,812  
Hurricane Ivan cost recovery
    28,152        
Other regulatory assets — current
    2,571       7,097  
Other
    10,680       5,198  
 
           
Total current assets
    283,054       297,820  
 
           
Property, Plant, and Equipment:
               
In service
    2,455,105       2,367,189  
Less accumulated provision for depreciation
    847,215       844,617  
 
           
 
    1,607,890       1,522,572  
Construction work in progress
    15,894       74,004  
 
           
Total property, plant, and equipment
    1,623,784       1,596,576  
 
           
Other Property and Investments
    6,577       6,425  
 
           
Deferred Charges and Other Assets:
               
Deferred charges related to income taxes
    17,198       17,566  
Prepaid pension costs
    45,431       45,384  
Unamortized debt issuance expense
    6,528       6,615  
Unamortized loss on reacquired debt
    18,330       19,197  
Other regulatory assets
    78,558       107,994  
Other
    13,503       13,086  
 
           
Total deferred charges and other assets
    179,548       209,842  
 
           
Total Assets
  $ 2,092,963     $ 2,110,663  
 
           
The accompanying notes as they relate to Gulf Power are an integral part of these condensed financial statements.

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GULF POWER COMPANY
CONDENSED BALANCE SHEETS (UNAUDITED)
                 
    At June 30,     At December 31,  
Liabilities and Stockholder's Equity   2005     2004  
    (in thousands)  
Current Liabilities:
               
Securities due within one year
  $ 112,075     $ 100,000  
Notes payable
    63,710       50,000  
Accounts payable —
               
Affiliated
    30,113       35,359  
Other
    25,211       77,452  
Customer deposits
    18,450       18,470  
Accrued taxes —
               
Income taxes
          1,927  
Other
    15,506       9,250  
Accrued interest
    7,111       7,665  
Accrued vacation pay
    5,446       5,446  
Accrued compensation
    9,861       16,989  
Other regulatory liabilities — current
    20,423       7,821  
Other
    4,433       5,167  
 
           
Total current liabilities
    312,339       335,546  
 
           
Long-term Debt
    539,168       550,989  
 
           
Long-term Debt Payable to Affiliated Trusts
    72,166       72,166  
 
           
Deferred Credits and Other Liabilities:
               
Accumulated deferred income taxes
    234,897       229,909  
Deferred credits related to income taxes
    21,991       23,354  
Accumulated deferred investment tax credits
    17,529       18,489  
Employee benefit obligations
    56,040       54,869  
Other cost of removal obligations
    161,263       155,831  
Miscellaneous regulatory liabilities
    6,615       2,048  
Other
    70,022       71,192  
 
           
Total deferred credits and other liabilities
    568,357       555,692  
 
           
Total Liabilities
    1,492,030       1,514,393  
 
           
Preferred Stock
    4,098       4,098  
 
           
Common Stockholder’s Equity:
               
Common stock, without par value—
               
Authorized - 992,717 shares
               
Outstanding - 992,717 shares
    38,060       38,060  
Paid-in capital
    400,054       397,396  
Retained earnings
    161,486       159,581  
Accumulated other comprehensive loss
    (2,765 )     (2,865 )
 
           
Total common stockholder’s equity
    596,835       592,172  
 
           
Total Liabilities and Stockholder’s Equity
  $ 2,092,963     $ 2,110,663  
 
           
The accompanying notes as they relate to Gulf Power are an integral part of these condensed financial statements.

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GULF POWER COMPANY
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
SECOND QUARTER 2005 vs. SECOND QUARTER 2004
AND
YEAR-TO-DATE 2005 vs. YEAR-TO-DATE 2004
OVERVIEW
Gulf Power operates as a vertically integrated utility providing electricity to customers within its traditional service area located in northwest Florida and to wholesale customers in the Southeast. Prices for electricity provided by Gulf Power to retail customers are set by the Florida PSC. Many factors affect the opportunities, challenges, and risks of Gulf Power’s business of selling electricity. These factors include the ability to maintain a stable regulatory environment, to achieve energy sales growth while containing costs, and to recover costs related to growing demand and increasingly stringent environmental standards.
     Gulf Power continues to focus on several key performance indicators. These indicators include customer satisfaction, peak season equivalent forced outage rate, and return on equity. For additional information on these indicators, see MANAGEMENT’S DISCUSSION AND ANALYSIS — OVERVIEW - “Key Performance Indicators” of Gulf Power in Item 7 of the Form 10-K.
RESULTS OF OPERATIONS
Earnings
Gulf Power’s net income after dividends on preferred stock for the second quarter and year-to-date 2005 was $21.5 million and $36.1 million, respectively, compared to $19.0 million and $35.8 million, respectively, for the corresponding periods in 2004. Earnings in the second quarter and year-to-date 2005 increased by $2.5 million, or 12.9%, and $0.3 million, or 0.7%, respectively, primarily due to lower non-fuel operating expenses, excluding expenses related to Hurricane Ivan, which are offset by revenues and do not affect earnings.
     Significant income statement items appropriate for discussion include the following:
                                 
    Increase (Decrease)
    Second Quarter   Year-To-Date
    (in thousands)   % change   (in thousands)   % change
Retail revenues
  $ 15,921       8.3     $ 13,119       3.7  
Sales for resale – affiliates
    (7,521 )     (34.2 )     4,384       10.3  
Fuel expense
    4,036       4.4       18,250       10.8  
Purchased power expense – non-affiliates
    (6,766 )     (57.7 )     (8,091 )     (44.6 )
Purchased power expense – affiliates
    2,986       38.1       1,570       10.3  
Other operations expense
    4,718       13.0       5,469       7.9  
     Retail revenues. The chart below reflects the primary drivers of the 8.3% increase in retail revenues in the second quarter and 3.7% increase year-to-date 2005 when compared to the corresponding periods in the prior year. Excluding revenues related to fuel and other cost recovery, which do not affect net income, retail revenues were relatively flat for the second quarter 2005 and decreased by $4.4 million, or 1.2%, year-to-date 2005 as compared to the corresponding periods in 2004. Retail energy sales for second quarter and year-to-date 2005 from residential, commercial, and industrial customers remained mostly constant as compared to the same periods in 2004. Other cost recovery for 2005 includes $6.5 million of revenues related to the recovery of

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GULF POWER COMPANY
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
expenses for Hurricane Ivan as approved by the Florida PSC. See Note (K) to the Condensed Financial Statements herein and Note 3 to the financial statement of Gulf Power under “Retail Regulatory Matters” in Item 8 of the Form 10-K for additional information.
     Details of retail revenues are as follows:
                                 
    Second Quarter             Year-to-Date        
    2005             2005        
                         
    (in thousands)     %     (in thousands)     %  
Retail — prior year
  $ 191,189             $ 356,273          
Change in —
                               
Sales growth
    1,893       1.0       3,396       1.0  
Weather
    (1,943 )     (1.0 )     (7,755 )     (2.2 )
Fuel cost recovery
    6,088       3.2       5,708       1.6  
Other cost recovery
    9,883       5.1       11,770       3.3  
 
Retail — current year
  $ 207,110       8.3     $ 369,392       3.7  
 
     Sales for resale — affiliates and Purchased power expense affiliates. Revenues from sales for resale to affiliates and purchases of energy from affiliates will vary depending on demand and the availability and cost of generating resources at each company within the Southern Company system. These affiliate sales and purchases are made in accordance with the IIC, as approved by the FERC. These transactions do not have a significant impact on earnings since this energy is generally sold at marginal cost and energy purchases are generally offset by energy revenues through Gulf Power’s fuel cost recovery mechanism. The decrease in sales for resale to affiliates and increased purchased power from affiliates in the second quarter 2005 is due to outages for Gulf Power generating units which reduced availability. In addition, milder weather in the Southern Company service territory reduced demand. The increase in sales for resale to affiliates for year-to-date 2005 is primarily due to increased sales of available generation in the first quarter 2005 at a higher unit cost resulting from higher fuel prices.
     Fuel expense. In the second quarter and year-to-date 2005, fuel expense was higher than the same period in 2004 primarily due to an 11.6% increase in coal prices and a 14.0% increase in natural gas prices year-to-date. Since energy expenses are generally offset by energy revenues through Gulf Power’s fuel cost recovery mechanism, these expenses do not have a material impact on net income.
     Purchased power expense — non-affiliates. The decreases in the second quarter and year-to-date 2005, as compared to the corresponding periods in 2004, are primarily the result of an increase in available Southern Company system generation. Since energy expenses are generally offset by revenues through Gulf Power’s fuel cost recovery mechanism, these expenses do not have a significant impact on net income.
     Other operations expense. The increases in other operations expense during the second quarter and year-to-date 2005, as compared to the same periods in 2004, are primarily due to expenses related to Hurricane Ivan as approved by the Florida PSC. In April 2005, Gulf Power began billing retail customers approximately $2 million monthly to recover these expenses. See Note (K) to the Condensed Financial Statements herein and Note 3 to the financial statements of Gulf Power under “Retail Regulatory Matters” in Item 8 of the Form 10-K for additional information.

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GULF POWER COMPANY
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FUTURE EARNINGS POTENTIAL
The results of operations discussed above are not necessarily indicative of Gulf Power’s future earnings potential. The level of Gulf Power’s future earnings depends on numerous factors that affect the opportunities, challenges, and risks of Gulf Power’s business of selling electricity. These factors include Gulf Power’s ability to maintain a stable regulatory environment, to achieve energy sales growth while containing costs, and to recover costs related to growing demand and increasingly stringent environmental standards. Future earnings in the near term will depend, in part, upon growth in energy sales, which is subject to a number of factors. These factors include weather, competition, new energy contracts with neighboring utilities, energy conservation practiced by customers, the price of electricity, the price elasticity of demand, and the rate of economic growth in Gulf Power’s service area. For additional information relating to these issues, see BUSINESS — The SOUTHERN System — “Risk Factors” in Item 1 and MANAGEMENT’S DISCUSSION AND ANALYSIS — FUTURE EARNINGS POTENTIAL of Gulf Power in Item 7 of the Form 10-K.
Environmental Matters
Compliance costs related to the Clean Air Act and other environmental regulations could affect earnings if such costs cannot be recovered. For additional information, including information on certain environmental litigation, see MANAGEMENT’S DISCUSSION AND ANALYSIS — FUTURE EARNINGS POTENTIAL — “Environmental Matters” of Gulf Power in Item 7 and Note 3 to the financial statements of Gulf Power under “New Source Review Actions” and “Environmental Remediation” in Item 8 of the Form 10-K.
     The EPA issued the final Clean Air Interstate Rule on March 10, 2005. The rule addresses sulfur dioxide (SO2) and nitrogen oxide (NOx) emissions that contribute to nonattainment of the eight-hour ozone and fine particulate matter National Ambient Air Quality Standards. Twenty-eight eastern states, including the States of Georgia, Florida, and Mississippi, are subject to the fine particulate and/or the eight-hour ozone requirements set forth within the rule. The rule may require additional reductions of NOx and/or SO2 to be achieved by the installation of additional controls at Gulf Power’s facilities or through the purchase of allowances. The impact of this final rule on Gulf Power will, however, depend on the outcome of legal challenges and development and implementation of applicable state regulations and therefore cannot be determined at this time.
     On March 15, 2005, the EPA announced the final Clean Air Mercury Rule, selecting a cap-and-trade approach to be implemented in two phases, 2010 and 2018. The rule sets a permanent cap on emissions at the 2018 level and provides for an emissions allowance trading market. The impact of this final rule on Gulf Power will depend on the outcome of legal challenges and development and implementation of applicable state regulations and therefore cannot be determined at this time.
     On June 15, 2005, the EPA issued final rules addressing Best Available Retrofit Technology (BART) standards under the Regional Haze Program. States must develop regulations to implement the federal regional haze requirements, including BART standards, by December 17, 2007. The impact of the final BART rules on Gulf Power will depend on the outcome of any litigation over the final rules and the development and implementation of the applicable state regulations and therefore cannot be determined at this time.

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GULF POWER COMPANY
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FERC Matters
Market-Based Rate Authority
See MANAGEMENT’S DISCUSSION AND ANALYSIS FUTURE EARNINGS POTENTIAL — “FERC and Florida PSC Matters — Market-Based Rate Authority” of Gulf Power in Item 7 and Note 3 to the financial statements of Gulf Power under “Market-Based Rate Authority” in Item 8 of the Form 10-K for information on the FERC’s April 2004 order adopting a new interim analysis for measuring generation market power and a proceeding initiated by the FERC in December 2004 to assess Southern Company’s generation dominance within its retail service territory. Gulf Power has authorization from the FERC to sell power to non-affiliates at market-based prices. Gulf Power, through SCS as agent, also has FERC authority to make short-term opportunity sales at market rates. Specific FERC approval must be obtained with respect to a market-based contract with an affiliate. On February 15, 2005, Southern Company submitted additional information related to generation dominance in its retail service territory. On July 8, 2005, the FERC initiated a hearing before an administrative law judge to review the generation market power issues. Any new market-based rate transactions in Southern Company’s retail service territory entered into after February 27, 2005 will be subject to refund to the level of the default cost-based rates, pending the outcome of the proceeding. In the event that the FERC’s default mitigation measures are ultimately applied, Gulf Power may be required to charge cost-based rates for certain wholesale sales in the Southern Company retail service territory, which may be lower than negotiated market-based rates. The impact of such sales through June 30, 2005 is not material to Gulf Power’s net income. The final outcome of this matter will depend on the form in which the final methodology for assessing generation market power and mitigation rules may be ultimately adopted and cannot be determined at this time.
     In addition, on May 5, 2005, the FERC issued an order expanding the generation market power proceeding initiated in December 2004 to include an investigation of whether Southern Company satisfies the other three parts of the FERC’s market-based rate analysis: transmission market power, barriers to entry, and affiliate abuse or reciprocal dealing. The FERC established a new refund period related to this expanded investigation. 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 beginning July 19, 2005. The FERC also directed that this expanded proceeding be held in abeyance pending the outcome of the proceeding on the IIC discussed below.
     Southern Company and its subsidiaries believe that there is no meritorious basis for these allegations and intend to vigorously defend themselves in the proceeding. However, the final outcome of this matter, including any remedies to be applied in the event of an adverse ruling in this proceeding, cannot now be determined.
Intercompany Interchange Contract
Also on May 5, 2005, the FERC initiated a new proceeding to examine (1) the provisions of the IIC among Alabama Power, Georgia Power, Gulf Power, Mississippi Power, Savannah Electric, Southern Power, and SCS, as agent, under the terms of which the power pool of Southern Company is operated, and, in particular, the propriety of the continued inclusion of Southern Power as a party to the IIC, (2) whether any parties to the IIC have violated the FERC’s standards of conduct applicable to utility companies that are transmission providers, and (3) whether Southern Company’s code of conduct defining Southern Power as a “system company” rather than a “marketing affiliate” is just and reasonable. In 2000, in connection with the formation of Southern Power, the FERC authorized Southern Power’s inclusion in the IIC. The FERC also previously approved Southern Company’s code of conduct. The FERC order directs that the administrative law judge who presided over a previous proceeding involving Southern Power, Georgia Power and Savannah Electric be assigned to preside over the hearing in this proceeding and that the testimony and exhibits presented in that proceeding be preserved to the extent appropriate. Effective July 19, 2005, revenues from transactions under the IIC involving

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any Southern Company subsidiaries will be subject to refund to the extent the FERC orders any changes to the IIC.
     Southern Company and its subsidiaries believe that there is no meritorious basis for these allegations and intend to vigorously defend themselves in the proceeding. However, the final outcome of this matter, including any remedies to be applied in the event of an adverse ruling in this proceeding, cannot now be determined.
Generation Interconnection Agreements
See MANAGEMENT’S DISCUSSION AND ANALYSIS — FUTURE EARNINGS POTENTIAL — “FERC and Florida PSC Matters — Generation Interconnection Agreements” of Gulf Power in Item 7 of the Form 10-K for information on the FERC’s Order 2003 related to standardization of generation interconnection agreements and procedures. The FERC has indicated that Order 2003, which was effective January 20, 2004, is to be applied prospectively to interconnection agreements. Subsidiaries of Tenaska, Inc., as counterparties to previously executed interconnection agreements with any other Southern Company subsidiary, have filed complaints at the FERC requesting that the FERC modify the agreements and that the applicable Southern Company subsidiary refund amounts previously paid for interconnection facilities, with interest. Gulf Power has also received similar requests from other entities totaling $6.6 million. Gulf Power has opposed such relief, and the proceedings are still pending. The impact of Order 2003 and its subsequent rehearings on Gulf Power and the final results of these matters cannot be determined at this time.
Storm Damage Cost Recovery
Hurricane Ivan (Ivan) hit Gulf Power’s service territory in September 2004. In March 2005, the Florida PSC approved a Stipulation and Settlement (Stipulation) between Gulf Power, the Office of Public Counsel for the State of Florida, and the Florida Industrial Power Users Group which allows Gulf Power to recover the retail portion of $51.7 million, the projected reserve deficiency, plus interest and revenue taxes from customers over a 24-month period beginning in April 2005. In connection with the Stipulation, Gulf Power has agreed that it will not seek any additional increase in its base rates and charges to become effective on or before March 1, 2007. See MANAGEMENT’S DISCUSSION AND ANALYSIS — FUTURE EARNINGS POTENTIAL — “FERC and Florida PSC Matters — Storm Damage Cost Recovery” of Gulf Power in Item 7 and Note 3 to the financial statements of Gulf Power under “Retail Regulatory Matters” in Item 8 of the Form 10-K and Note (K) to the Condensed Financial Statements herein for additional information.
     On July 10, 2005, Hurricane Dennis hit Gulf Power’s service territory. Approximately 242,000, or 60%, of Gulf Power’s customers were without electrical service immediately after the hurricane struck. More than 98% of those without power had service restored within six days. Based on current projections, retail sales revenues lost as a result of power outages from Hurricane Dennis are not expected to have a material impact on the net income of Gulf Power. Gulf Power maintains an accumulated provision for property damage to cover the cost of damages from major storms and other uninsured damages to its property. Due to the damages incurred in 2004 related to Ivan, the accumulated reserve had a deficit balance of $42 million at June 30, 2005. The current preliminary estimate of Hurricane Dennis restoration costs are approximately $60 million. The established policy of the Florida PSC, as recently reaffirmed by its decisions following the 2004 hurricane experience of Florida’s investor owned electric utilities, provides for recovery of these costs through the mechanism of the property insurance reserve and, where necessary, through a special recovery surcharge. In 2005, the Florida legislature authorized securitized financing as an additional mechanism available to the Florida PSC and electric utilities in Florida for addressing the extraordinary costs associated with hurricanes. Based upon the additional costs related to Hurricane Dennis, this option, along with other alternatives, is being evaluated. See Note (K) to the Condensed Financial Statements herein for additional information.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Other Matters
In July 2005, the U.S. Congress passed the Energy Policy Act of 2005 (Energy Act), which President Bush is expected to sign into law in early August 2005. Among other things, the Energy Act includes various tax subsidies for electric utilities and provisions repealing the PUHCA. The Energy Act also amends federal energy laws and provides the FERC with new oversight responsibilities for the electric utility industry. The implementation of the Energy Act requires proceedings at the state level and the development of regulations by the FERC, as well as other federal agencies. Gulf Power is still reviewing the legislation; however, its impacts will depend on the promulgation and implementation of final rules and cannot be determined at this time.
     Gulf Power is subject to certain claims and legal actions arising in the ordinary course of business. In addition, Gulf Power’s business activities are subject to extensive governmental regulation related to public health and the environment. Litigation over environmental issues and claims of various types, including property damage, personal injury, and citizen enforcement of environmental requirements, has increased generally throughout the United States. In particular, personal injury claims for damages caused by alleged exposure to hazardous materials have become more frequent. The ultimate outcome of such litigation against Gulf Power cannot be predicted at this time; however, management does not anticipate that the liabilities, if any, arising from such current proceedings would have a material adverse effect on Gulf Power’s financial statements.
     See the Notes to the Condensed Financial Statements herein for discussion of various contingencies and other matters which may affect future earnings potential.
ACCOUNTING POLICIES
Application of Critical Accounting Policies and Estimates
Gulf Power prepares its financial statements in accordance with accounting principles generally accepted in the United States. Significant accounting policies are described in Note 1 to the financial statements of Gulf Power in Item 8 of the Form 10-K. In the application of these policies, certain estimates are made that may have a material impact on Gulf Power’s results of operations and related disclosures. Different assumptions and measurements could produce estimates that are significantly different from those recorded in the financial statements. Also see MANAGEMENT’S DISCUSSION AND ANALYSIS — ACCOUNTING POLICIES — “Application of Critical Accounting Policies and Estimates” of Gulf Power in Item 7 of the Form 10-K for a complete discussion of Gulf Power’s critical accounting policies and estimates related to Electric Utility Regulation, Contingent Obligations, and Unbilled Revenues.
New Accounting Standards
FASB Statement No. 123R, Share-Based Payments, was issued in December 2004. This statement requires that compensation cost relating to share-based payment transactions be recognized in financial statements. That cost will be measured based on the grant date fair value of the equity instruments issued. In April 2005, the SEC amended the compliance dates for FASB Statement No. 123R. For Gulf Power, this statement is now effective beginning January 1, 2006. Although the compensation expense calculation required under the revised statement differs slightly, the impacts on Gulf Power’s financial statements are expected to be similar to the pro forma disclosures included in Note 1 to the financial statements of Gulf Power under “Stock Options” in Item 8 of the Form 10-K and in Note (C) to the Condensed Financial Statements herein.
     FASB Interpretation No. 47 (FIN 47), Accounting for Conditional Asset Retirement Obligations, was issued in March 2005. This interpretation requires that asset retirement obligations be recorded when a legal obligation exists even though the timing and/or the method of settlement are conditional on a future event. For Gulf Power, FIN 47 is effective no later than December 31, 2005. Gulf Power is currently assessing the impact

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FINANCIAL CONDITION AND RESULTS OF OPERATIONS
of FIN 47 on its balance sheet; however, adoption is not currently expected to have a material impact on Gulf Power’s income statement.
     In December 2004, the FASB issued Staff Position No. 109-1 (FSP 109-1), Application of FASB Statement No. 109, Accounting for Income Taxes, to the Tax Deduction on Qualified Production Activities provided by the American Jobs Creation Act of 2004, which requires that the generation deduction for utilities be accounted for as a special tax deduction rather than as a tax rate reduction. Gulf Power adopted FSP 109-1 in the first quarter of 2005 with no material impact on its financial statements.
FINANCIAL CONDITION AND LIQUIDITY
Overview
Gulf Power’s financial condition remained stable at June 30, 2005. Net cash flow from operating activities totaled $45.9 million for year-to-date 2005, compared to $98.1 million for the corresponding period in 2004. The $52.2 million decrease in 2005 resulted primarily from payments related to storm damage from Hurricane Ivan. Gross property additions to utility plant were $66 million for year-to-date 2005. Funds for Gulf Power’s property additions were provided by operating activities and other financing activities. See the Condensed Statements of Cash Flows for additional information.
Capital Requirements and Contractual Obligations
See MANAGEMENT’S DISCUSSION AND ANALYSIS — FINANCIAL CONDITION AND LIQUIDITY - “Capital Requirements and Contractual Obligations” of Gulf Power in Item 7 of the Form 10-K for a description of Gulf Power’s capital requirements for its construction program, lease obligations, purchase commitments, and trust funding requirements. Approximately $112.1 million will be required by June 30, 2006 for maturities of long-term debt.
Sources of Capital
Gulf Power plans to obtain the funds required for construction and other purposes from sources similar to those used in the past including funds from operations and new security issuances. The amount, type, and timing of any financings, if needed, will depend upon maintenance of adequate earnings, regulatory approval, prevailing market conditions, and other factors. See MANAGEMENT’S DISCUSSION AND ANALYSIS — FINANCIAL CONDITION AND LIQUIDITY — “Sources of Capital” of Gulf Power in Item 7 of the Form 10-K for additional information.
     At June 30, 2005, Gulf Power’s current liabilities exceeded current assets because of the continued use of short-term debt as a funding source to meet cash needs, which can fluctuate significantly due to the seasonality of the business. To meet short-term cash needs and contingencies, Gulf Power has various internal and external sources of liquidity. At June 30, 2005, Gulf Power had approximately $2.1 million of cash and cash equivalents and $55.5 million of unused committed lines of credit with banks of which $10 million expire in 2005 and $45.5 million expire in 2006. Gulf Power expects to renew its credit facilities, as needed, prior to expiration. These credit arrangements provide liquidity support to Gulf Power’s obligations with respect to variable rate pollution control bonds and commercial paper. In addition, Gulf Power has substantial cash flow from operating activities. Gulf Power may also meet short-term cash needs through a Southern Company subsidiary organized to issue and sell commercial paper and extendible commercial notes at the request and for the benefit of Gulf Power and other Southern Company subsidiaries. At June 30, 2005, Gulf Power had $33.4 million of commercial paper and $10.3 million of extendible commercial notes outstanding.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Credit Rating Risk
Gulf Power does not have any credit arrangements that would require material changes in payment schedules or terminations as a result of a credit rating downgrade. There are certain contracts that could require collateral, but not accelerated payment, in the event of a credit rating change to BBB- or Baa3 or below. Generally, collateral may be provided for by a Southern Company guaranty, letter of credit, or cash. These contracts are primarily for the sale of electric capacity. At June 30, 2005, the maximum potential collateral requirements at a BBB- or Baa3 rating were approximately $5 million. The maximum potential collateral requirements at a rating below BBB- or Baa3 were approximately $10 million. Gulf Power is also party to certain derivative agreements that could require collateral and/or accelerated payment in the event of a credit rating change to below investment grade. These agreements are primarily for natural gas price risk management activities. At June 30, 2005, Gulf Power had no exposure under these agreements.
Market Price Risk
Gulf Power’s market risk exposures relative to interest rate changes have not changed materially compared with the December 31, 2004 reporting period. In addition, Gulf Power is not aware of any facts or circumstances that would significantly affect such exposures in the near term.
     Due to cost-based rate regulation, Gulf Power has limited exposure to market volatility in interest rates, commodity fuel prices, and prices of electricity. To mitigate residual risks relative to movements in electricity prices, Gulf Power enters into fixed-price contracts for purchase of coal supplies and the purchase and sale of electricity through the wholesale electricity market. Gulf Power has received approval from the Florida PSC to recover prudently incurred costs related to its fuel hedging program through the fuel cost recovery mechanism. The fair value of derivative energy contracts at June 30, 2005 was as follows:
                 
    Second Quarter    
    2005   Year-to-Date
    Changes   Changes
    Fair Value
    (in thousands)
Contracts beginning of period
  $ 11,916     $ 317  
Contracts realized or settled
    (4,539 )     (3,104 )
New contracts at inception
           
Changes in valuation techniques
           
Current period changes (a)
    (724 )     9,440  
 
Contracts at June 30, 2005
  $ 6,653     $ 6,653  
 
(a)   Current period changes also include the changes in fair value of new contracts entered into during the period.
                         
    Source of June 30, 2005
    Valuation Prices
    Total   Maturity
    Fair Value   Year 1   1-3 Years
    (in thousands)
Actively quoted
  $ 6,663     $ 4,284     $ 2,379  
External sources
    (10 )     (10 )      
Models and other methods
                 
 
Contracts at June 30, 2005
  $ 6,653     $ 4,274     $ 2,379  
 

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
     See MANAGEMENT’S DISCUSSION AND ANALYSIS — FINANCIAL CONDITION AND LIQUIDITY — “Market Price Risk” of Gulf Power in Item 7 and Notes 1 and 6 to the financial statements of Gulf Power under “Financial Instruments” in Item 8 of the Form 10-K and Note (F) to the Condensed Financial Statements herein for further information.
Financing Activities
Gulf Power did not issue or redeem any long-term securities in the first and second quarters of 2005. In addition to any financings that may be necessary to meet capital requirements, contractual obligations, and storm recovery, Gulf Power plans to continue, when economically feasible, a program to retire higher-cost securities and replace these obligations with lower-cost capital if market conditions permit.

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CONDENSED STATEMENTS OF INCOME (UNAUDITED)
                                 
    For the Three Months     For the Six Months  
    Ended June 30,     Ended June 30,  
    2005     2004     2005     2004  
    (in thousands)     (in thousands)  
Operating Revenues:
                               
Retail revenues
  $ 166,597     $ 151,861     $ 298,391     $ 280,416  
Sales for resale —
                               
Non-affiliates
    67,726       68,935       127,312       134,735  
Affiliates
    9,988       8,558       28,920       20,367  
Other revenues
    4,265       3,431       9,169       6,995  
 
                       
Total operating revenues
  $ 248,576       232,785       463,792       442,513  
 
                       
Operating Expenses:
                               
Fuel
    90,639       76,343       181,678       152,890  
Purchased power —
                               
Non-affiliates
    5,210       13,093       10,629       20,048  
Affiliates
    24,919       22,837       34,523       40,153  
Other operations
    39,723       39,154       79,234       74,110  
Maintenance
    21,683       18,144       37,221       33,216  
Depreciation and amortization
    8,195       5,874       16,252       20,017  
Taxes other than income taxes
    15,146       14,050       29,292       27,189  
 
                       
Total operating expenses
    205,515       189,495       388,829       367,623  
 
                       
Operating Income
    43,061       43,290       74,963       74,890  
Other Income and (Expense):
                               
Interest income
    31       43       66       162  
Interest expense
    (597 )     (3,048 )     (4,123 )     (5,851 )
Interest expense to affiliate trusts
    (650 )     (649 )     (1,299 )     (649 )
Distributions on mandatorily redeemable preferred securities
                      (630 )
Other income (expense), net
    215       (231 )     646       221  
 
                       
Total other income and (expense)
    (1,001 )     (3,885 )     (4,710 )     (6,747 )
 
                       
Earnings Before Income Taxes
    42,060       39,405       70,253       68,143  
Income taxes
    15,995       15,051       26,808       25,967  
 
                       
Net Income
    26,065       24,354       43,445       42,176  
Dividends on Preferred Stock
    433       2,463       866       2,966  
 
                       
Net Income After Dividends on Preferred Stock
  $ 25,632     $ 21,891     $ 42,579     $ 39,210  
 
                       
CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
                                 
    For the Three Months     For the Six Months  
    Ended June 30,     Ended June 30,  
    2005     2004     2005     2004  
    (in thousands)     (in thousands)  
Net Income After Dividends on Preferred Stock
  $ 25,632     $ 21,891     $ 42,579     $ 39,210  
Other comprehensive income (loss):
                               
Change in fair value of marketable securities, net of tax of $49 and $49, respectively
          80             80  
Changes in fair value of qualifying hedges, net of tax of $47, $(926), $(125) and $(1,400), respectively
    74       (1,495 )     (203 )     (2,260 )
 
                       
COMPREHENSIVE INCOME
  $ 25,706     $ 20,476     $ 42,376     $ 37,030  
 
                       
The accompanying notes as they relate to Mississippi Power are an integral part of these condensed financial statements.

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CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
                 
    For the Six Months  
    Ended June 30,  
    2005     2004  
    (in thousands)  
Operating Activities:
               
Net income
  $ 43,445     $ 42,176  
Adjustments to reconcile net income to net cash provided from operating activities —
               
Depreciation and amortization
    31,097       30,481  
Deferred income taxes and investment tax credits, net
    27,486       19,142  
Plant Daniel capacity
    (12,563 )     (8,254 )
Pension, postretirement, and other employee benefits
    1,259       447  
Tax benefit of stock options
    2,676       474  
Other, net
    (3,034 )     (1,324 )
Changes in certain current assets and liabilities —
               
Receivables, net
    (16,991 )     (18,606 )
Fossil fuel stock
    (15,097 )     (1,567 )
Materials and supplies
    2,491       (864 )
Other current assets
    1,683       (3,157 )
Accounts payable
    (10,540 )     (18,507 )
Accrued taxes
    (14,855 )     (14,649 )
Accrued compensation
    (11,305 )     (9,546 )
Over recovered regulatory clause revenues
    (1,851 )     (16,914 )
Other current liabilities
    551       1,217  
 
           
Net cash provided from operating activities
    24,452       549  
 
           
Investing Activities:
               
Gross property additions
    (32,385 )     (32,023 )
Cost of removal net of salvage
    (1,366 )     (3,606 )
Other
    (1,167 )     (1,547 )
 
           
Net cash used for investing activities
    (34,918 )     (37,176 )
 
           
Financing Activities:
               
Increase in notes payable, net
    37,887       44,830  
Proceeds —
               
Senior notes
    30,000       40,000  
Preferred stock
          30,000  
Redemptions —
               
First mortgage bonds
    (30,000 )      
Senior notes
          (80,000 )
Preferred stock
          (28,388 )
Payment of preferred stock dividends
    (866 )     (962 )
Payment of common stock dividends
    (31,000 )     (33,100 )
Other
    (2,482 )     (931 )
 
           
Net cash provided from (used for) financing activities
    3,539       (28,551 )
 
           
Net Change in Cash and Cash Equivalents
    (6,927 )     (65,178 )
Cash and Cash Equivalents at Beginning of Period
    6,945       69,120  
 
           
Cash and Cash Equivalents at End of Period
  $ 18     $ 3,942  
 
           
Supplemental Cash Flow Information:
               
Cash paid during the period for —
               
Interest
  $ 6,783     $ 5,836  
Income taxes (net of refunds)
  $ (11,811 )   $ 1,615  
The accompanying notes as they relate to Mississippi Power are an integral part of these condensed financial statements.

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MISSISSIPPI POWER COMPANY
CONDENSED BALANCE SHEETS (UNAUDITED)
                 
    At June 30,     At December 31,  
Assets   2005     2004  
    (in thousands)  
Current Assets:
               
Cash and cash equivalents
  $ 18     $ 6,945  
Receivables —
               
Customer accounts receivable
    37,614       32,978  
Unbilled revenues
    26,754       20,803  
Under recovered regulatory clause revenues
    42,626       32,499  
Other accounts and notes receivable
    3,505       8,881  
Affiliated companies
    17,190       15,769  
Accumulated provision for uncollectible accounts
    (542 )     (774 )
Fossil fuel stock, at average cost
    34,801       19,704  
Vacation pay
    6,125       6,125  
Materials and supplies, at average cost
    24,947       27,438  
Assets from risk management activities
    8,789       4,471  
Prepaid income taxes
          5,814  
Prepaid expenses
    3,953       3,423  
Other
    1,472       3,193  
 
           
Total current assets
  $ 207,252     $ 187,269  
 
           
Property, Plant, and Equipment:
               
In service
    1,900,834       1,882,542  
Less accumulated provision for depreciation
    715,146       697,862  
 
           
 
    1,185,688       1,184,680  
Construction work in progress
    32,013       27,961  
 
           
Total property, plant, and equipment
    1,217,701       1,212,641  
 
           
Other Property and Investments
    6,461       6,402  
 
           
Deferred Charges and Other Assets:
               
Deferred charges related to income taxes
    10,326       10,668  
Prepaid pension costs
    17,612       19,158  
Unamortized debt issuance expense
    7,028       6,955  
Unamortized loss on reacquired debt
    11,369       9,437  
Prepaid rent
    11,932       12,874  
Other
    20,941       13,709  
 
           
Total deferred charges and other assets
    79,208       72,801  
 
           
Total Assets
  $ 1,510,622     $ 1,479,113  
 
           
The accompanying notes as they relate to Mississippi Power are an integral part of these condensed financial statements.

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CONDENSED BALANCE SHEETS (UNAUDITED)
                 
    At June 30,     At December 31,  
Liabilities and Stockholder's Equity   2005     2004  
    (in thousands)  
Current Liabilities:
               
Notes payable
  $ 37,887     $  
Accounts payable —
               
Affiliated
    24,372       19,568  
Other
    37,930       52,688  
Customer deposits
    8,467       9,053  
Accrued taxes —
               
Income taxes
    3,979       396  
Other
    25,800       44,285  
Accrued interest
    1,820       1,731  
Accrued vacation pay
    6,125       6,125  
Accrued compensation
    12,608       23,913  
Regulatory clauses over recovery
    3,505       5,356  
Plant Daniel capacity
    19,067       25,125  
Other regulatory liabilities — current
    16,901       9,841  
Other
    7,461       11,101  
 
           
Total current liabilities
    205,922       209,182  
 
           
Long-term Debt
    242,545       242,498  
 
           
Long-term Debt Payable to Affiliated Trusts
    36,082       36,082  
 
           
Deferred Credits and Other Liabilities:
               
Accumulated deferred income taxes
    190,501       167,345  
Deferred credits related to income taxes
    20,281       20,261  
Accumulated deferred investment tax credits
    18,060       18,654  
Employee benefit obligations
    56,987       57,275  
Plant Daniel lease guarantee obligation, at fair value
    10,048       10,990  
Plant Daniel capacity
    12,163       18,667  
Other cost of removal obligations
    79,167       76,228  
Miscellaneous regulatory liabilities
    7,361       4,487  
Other
    38,834       38,827  
 
           
Total deferred credits and other liabilities
    433,402       412,734  
 
           
Total Liabilities
    917,951       900,496  
 
           
Preferred Stock
    32,780       32,780  
 
           
Common Stockholder’s Equity:
               
Common stock, without par value —
               
Authorized — 1,130,000 shares
               
Outstanding — 1,121,000 shares
    37,691       37,691  
Paid-in capital
    298,515       295,837  
Retained earnings
    227,472       215,893  
Accumulated other comprehensive loss
    (3,787 )     (3,584 )
 
           
Total common stockholder’s equity
    559,891       545,837  
 
           
Total Liabilities and Stockholder’s Equity
  $ 1,510,622     $ 1,479,113  
 
           
The accompanying notes as they relate to Mississippi Power are an integral part of these condensed financial statements.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
SECOND QUARTER 2005 vs. SECOND QUARTER 2004
AND
YEAR-TO-DATE 2005 vs. YEAR-TO-DATE 2004
OVERVIEW
Mississippi Power operates as a vertically integrated utility providing electricity to retail customers within its traditional service area located within the State of Mississippi and to wholesale customers in the Southeast. Many factors affect the opportunities, challenges, and risks of Mississippi Power’s business of selling electricity. These factors include the ability to maintain a stable regulatory environment, to achieve energy sales growth while containing costs, and to recover costs related to growing demand and increasingly stringent environmental standards.
     Mississippi Power continues to focus on several key performance indicators. In recognition that Mississippi Power’s long-term financial success is dependent upon how well it satisfies its customers’ needs, Mississippi Power’s retail base rate mechanism, PEP, includes performance indicators that directly tie customer service indicators to Mississippi Power’s allowed return. In addition to the PEP performance indicators, Mississippi Power focuses on other performance measures, including broader measures of customer satisfaction, return on equity, and peak season equivalent forced outage rate. For additional information on these indicators, see MANAGEMENT’S DISCUSSION AND ANALYSIS — OVERVIEW — “Key Performance Indicators” of Mississippi Power in Item 7 of the Form 10-K.
RESULTS OF OPERATIONS
Earnings
Mississippi Power’s net income after dividends on preferred stock for the second quarter and year-to-date 2005 was $25.6 million and $42.6 million, respectively, compared to $21.9 million and $39.2 million, respectively, for the corresponding periods of 2004. Earnings in the second quarter and year-to-date 2005 increased by $3.7 million, or 17.1%, and $3.4 million, or 8.6%, respectively, compared to the same periods of 2004 as a result of higher operating revenues, lower amortization expenses associated with the regulatory liability for Plant Daniel capacity, and lower interest expense and dividends, partially offset by increased operation and maintenance expenses. See Note 3 to the financial statements of Mississippi Power under “Retail Regulatory Matters” in Item 8 of the Form 10-K for additional information on the Plant Daniel capacity regulatory liability.

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FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Significant income statement items appropriate for discussion include the following:
                                 
    Increase (Decrease)  
    Second Quarter     Year-To-Date  
     
    (in thousands)     %     (in thousands)     %  
Retail revenues
  $ 14,736       9.7     $ 17,975       6.4  
Sales for resale – non-affiliates
    (1,209 )     (1.8 )     (7,423 )     (5.5 )
Sales for resale – affiliates
    1,430       16.7       8,553       42.0  
Fuel expense
    14,296       18.7       28,788       18.8  
Purchased power expense – non-affiliates
    (7,883 )     (60.2 )     (9,419 )     (47.0 )
Purchased power expense – affiliates
    2,082       9.1       (5,630 )     (14.0 )
Other operations expense
    569       1.5       5,124       6.9  
Maintenance expense
    3,539       19.5       4,005       12.1  
Depreciation and amortization
    2,321       39.5       (3,765 )     (18.8 )
Taxes other than income taxes
    1,096       7.8       2,103       7.7  
Interest expense
    (2,451 )     (80.4 )     (1,728 )     (29.5 )
Dividends on preferred stock
    (2,030 )     (82.4 )     (2,100 )     (70.8 )
     Retail revenues. The chart below reflects the primary drivers of the 9.7% increase and 6.4% increase in retail revenues in the second quarter and year-to-date 2005, respectively, compared to the same periods in the prior year. Retail revenues for the second quarter and year-to-date 2005 increased when compared to the same periods in 2004 primarily as a result of increases in fuel revenues. During the second quarter 2005, kilowatt-hour energy sales to residential, commercial, and industrial customers were up 3.6%, up 4.0%, and down 0.6%, respectively, when compared to the same period in 2004. Year-to-date 2005 kilowatt-hour energy sales to residential, commercial, and industrial customers were down 0.9%, up 1.4%, and up 0.4%, respectively, when compared to the corresponding period in 2004. The increase in kilowatt-hour energy sales for the residential sector in the second quarter 2005 was due to customer growth and warmer June weather. The year-to-date 2005 decrease in kilowatt-hour energy sales for the residential sector was due to milder winter weather in the first quarter 2005. Commercial kilowatt-hour energy sales were up in the second quarter and year-to-date 2005 primarily as a result of growth in the number of customers. The decrease in kilowatt-hour energy sales for the industrial sector in the second quarter 2005 was due to an extended maintenance outage at a major industrial customer’s plant. The year-to-date 2005 increase in kilowatt-hour energy sales for the industrial sector was due to growth in the number of customers.
     Details of retail revenues are as follows:
                                 
   
    Second Quarter             Year-to-Date        
    2005             2005        
 
    (in thousands)     % change     (in thousands)     % change  
Retail – prior year
  $ 151,861             $ 280,416          
Change in —
                               
Base rates
                       
Sales growth
    4,749       3.1       5,653       2.0  
Weather
    (1,746 )     (1.1 )     (3,514 )     (1.3 )
Fuel cost recovery
    11,198       7.4       14,360       5.1  
Other cost recovery
    535       0.3       1,476       0.6  
 
Retail – current year
  $ 166,597       9.7 %   $ 298,391       6.4 %
 

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     Sales for resale non-affiliates and Purchased power expense — non-affiliates. The decreases in sales for resale to non-affiliates and purchased power expense from non-affiliates in the second quarter and year-to-date 2005 as compared to the same periods in 2004 are primarily the result of fewer opportunities in the wholesale market due to milder weather and higher fuel costs when compared to the same period last year.
     Sales for resale affiliates and Purchased power expense affiliates. Revenues from sales for resale to affiliates, as well as purchases of energy from affiliates, will vary depending on demand and the availability and cost of generating resources at each company within the Southern Company system. These affiliate sales and purchases are made in accordance with the IIC, as approved by the FERC. These transactions do not have a significant impact on earnings since the energy is generally sold at marginal cost and energy purchases are generally offset by energy revenues through Mississippi Power’s retail and wholesale fuel cost recovery clauses. The second quarter and year-to-date 2005 increases in sales for resale to affiliates are a result of Mississippi Power’s more economical generating cost when compared to its affiliates. The second quarter 2005 increase in purchased power from affiliates is associated with more economical generating costs for affiliates as compared to non-affiliates. The year-to-date 2005 decrease in purchased power from affiliates is due to lower wholesale opportunity sales due to the milder weather and higher fuel costs when compared to the same period last year.
     Fuel expense. The increases in fuel expense for the second quarter and year-to-date 2005 as compared to the same periods in 2004 are a result of a 31.6% increase in the price of coal, a 5.1% increase in the price of gas, and a 9.4% increase in coal generation. Since energy expenses are generally offset by energy revenues through Mississippi Power’s retail and wholesale fuel cost recovery clauses, these expenses do not have a significant impact on earnings.
     Other operations expense. The increases in other operations expense for the second quarter and year-to-date 2005 as compared to the same periods in 2004 result from increases in expenses associated with the Plant Daniel combined cycle lease of $0.2 million and $0.8 million, respectively. Also impacting other operations expense were increases of $0.9 million and $1.8 million, respectively, in employee medical benefit costs and $0.5 million and $1.2 million, respectively, in pension and post-retirement benefit costs.
     Maintenance expense. The second quarter and year-to-date 2005 increases in maintenance expense when compared to the same periods in 2004 are primarily the result of scheduled maintenance at Plants Watson, Daniel, and Greene County and scheduled maintenance on overhead lines.
     Depreciation and amortization. The second quarter 2005 increase in depreciation and amortization expense when compared to the same period in 2004 is primarily the result of lower credit amortization related to the Plant Daniel capacity regulatory liability in 2005. An order approved in May 2004 by the Mississippi PSC allowed Mississippi Power to credit expense in the amount of $8.3 million to amortize the regulatory liability retroactive to January 1, 2004 in the second quarter of 2004. The year-to-date 2005 decrease in depreciation and amortization expense when compared to the same period in 2004 is primarily the result of the increase in the credit amortization of the regulatory liability in 2005. The Mississippi PSC’s final order of May 2004 established $25.1 million to be credited to earnings in 2005. See Note 3 to the financial statements of Mississippi Power under “Retail Regulatory Matters” in Item 8 of the Form 10-K for additional information.
     Taxes other than income taxes. The increases in taxes other than income taxes for the second quarter and year-to-date 2005 as compared to the same periods in 2004 are a result of higher property taxes due to the increase in property investment. Since the retail portion is recoverable through Mississippi Power’s ad valorem tax adjustment clause, this increase does not have a significant impact on earnings.

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     Interest expense. The decreases in interest expense for the second quarter and year-to-date 2005 as compared to the same periods in 2004 are due to the reversal in June 2005, as a result of changes in the legal and regulatory environment, of a $2.5 million liability originally recorded for the potential assessment of interest associated with a customer advance.
     Dividends on preferred stock. The decreases in dividends on preferred stock for the second quarter and year-to-date 2005 as compared to the same periods in 2004 are a result of a one-time loss in 2004 associated with the redemption of preferred stock.
FUTURE EARNINGS POTENTIAL
The results of operations discussed above are not necessarily indicative of Mississippi Power’s future earnings potential. The level of Mississippi Power’s future earnings depends on numerous factors that affect the opportunities, challenges, and risks of Mississippi Power’s business of selling electricity. These factors include Mississippi Power’s ability to maintain a stable regulatory environment, to achieve energy sales growth while containing costs, and to recover costs related to growing demand and increasingly stringent environmental standards. Future earnings in the near term will depend, in part, upon growth in energy sales, which is subject to a number of factors. These factors include weather, competition, new energy contracts with neighboring utilities, energy conservation practiced by customers, the price of electricity, the price elasticity of demand, and the rate of economic growth in Mississippi Power’s service area. For additional information relating to these issues, see BUSINESS — The SOUTHERN System — “Risk Factors” in Item 1 and MANAGEMENT’S DISCUSSION AND ANALYSIS — FUTURE EARNINGS POTENTIAL of Mississippi Power in Item 7 of the Form 10-K.
Environmental Matters
Compliance costs related to the Clean Air Act and other environmental regulations could affect earnings if such costs cannot be recovered. For additional information, including information on certain environmental litigation, see MANAGEMENT’S DISCUSSION AND ANALYSIS — FUTURE EARNINGS POTENTIAL — “Environmental Matters” of Mississippi Power in Item 7 and Note 3 to the financial statements of Mississippi Power in Item 8 of the Form 10-K.
     The EPA issued the final Clean Air Interstate Rule on March 10, 2005. The rule addresses sulfur dioxide (SO2) and nitrogen oxide (NOx) emissions that contribute to nonattainment of the eight-hour ozone and fine particulate matter National Ambient Air Quality Standards. Twenty-eight eastern states, including the States of Alabama and Mississippi, are subject to the fine particulate and/or the eight-hour ozone requirements set forth within the rule. The rule may require additional reductions of NOx and/or SO2 to be achieved by the installation of additional controls at Mississippi Power’s facilities or through the purchase of allowances. The impact of this final rule on Mississippi Power will, however, depend on the outcome of legal challenges and development and implementation of applicable state regulations and therefore cannot be determined at this time.
     On March 15, 2005, the EPA announced the final Clean Air Mercury Rule, selecting a cap-and-trade approach to be implemented in two phases, 2010 and 2018. The rule sets a permanent cap on emissions at the 2018 level and provides for an emissions allowance trading market. The impact of this final rule on Mississippi Power will depend on the outcome of legal challenges and development and implementation of applicable state regulations and therefore cannot be determined at this time.
     On June 15, 2005, the EPA issued final rules addressing Best Available Retrofit Technology (BART) standards under the Regional Haze Program. States must develop regulations to implement the federal regional

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haze requirements, including BART standards, by December 17, 2007. The impact of the final BART rules on Mississippi Power will depend on the outcome of any litigation over the final rules and the development and implementation of the applicable state regulations and therefore cannot be determined at this time.
FERC and Mississippi PSC Matters
Market-Based Rate Authority
See MANAGEMENT’S DISCUSSION AND ANALYSIS — FUTURE EARNINGS POTENTIAL — “FERC and Mississippi PSC Matters — Market-Based Rate Authority” of Mississippi Power in Item 7 and Note 3 to the financial statements of Mississippi Power under “Market-Based Rate Authority” in Item 8 of the Form 10-K for information on the FERC’s April 2004 order adopting a new interim analysis for measuring generation market power and a proceeding initiated by the FERC in December 2004 to assess Southern Company’s generation dominance within its retail service territory. Mississippi Power has authorization from the FERC to sell power to non-affiliates at market-based prices. Mississippi Power, through SCS as agent, also has FERC authority to make short-term opportunity sales at market rates. Specific FERC approval must be obtained with respect to a market-based contract with an affiliate. On February 15, 2005, Southern Company submitted additional information related to generation dominance in its retail service territory. On July 8, 2005, the FERC initiated a hearing before an administrative law judge to review the generation market power issues. Any new market-based rate transactions in Southern Company’s retail service territory entered into after February 27, 2005 will be subject to refund to the level of the default cost-based rates, pending the outcome of the proceeding. In the event that the FERC’s default mitigation measures are ultimately applied, Mississippi Power may be required to charge cost-based rates for certain wholesale sales in the Southern Company retail service territory, which may be lower than negotiated market-based rates. The impact of such sales through June 30, 2005 is not material to Mississippi Power’s net income. The final outcome of this matter will depend on the form in which the final methodology for assessing generation market power and mitigation rules may be ultimately adopted and cannot be determined at this time.
     In addition, on May 5, 2005, the FERC issued an order expanding the generation market power proceeding initiated in December 2004 to include an investigation of whether Southern Company satisfies the other three parts of the FERC’s market-based rate analysis: transmission market power, barriers to entry, and affiliate abuse or reciprocal dealing. The FERC established a new refund period related to this expanded investigation. 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 beginning July 19, 2005. The FERC also directed that this expanded proceeding be held in abeyance pending the outcome of the proceeding on the IIC discussed below.
     Southern Company and its subsidiaries believe that there is no meritorious basis for these allegations and intend to vigorously defend themselves in the proceeding. However, the final outcome of this matter, including any remedies to be applied in the event of an adverse ruling in this proceeding, cannot now be determined.
Intercompany Interchange Contract
Also on May 5, 2005, the FERC initiated a new proceeding to examine (1) the provisions of the IIC among Alabama Power, Georgia Power, Gulf Power, Mississippi Power, Savannah Electric, Southern Power, and SCS, as agent, under the terms of which the power pool of Southern Company is operated, and, in particular, the propriety of the continued inclusion of Southern Power as a party to the IIC, (2) whether any parties to the IIC have violated the FERC’s standards of conduct applicable to utility companies that are transmission providers, and (3) whether Southern Company’s code of conduct defining Southern Power as a “system company” rather than a “marketing affiliate” is just and reasonable. In 2000, in connection with the formation of Southern

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Power, the FERC authorized Southern Power’s inclusion in the IIC. The FERC also previously approved Southern Company’s code of conduct. The FERC order directs that the administrative law judge who presided over a previous proceeding involving Southern Power, Georgia Power and Savannah Electric be assigned to preside over the hearing in this proceeding and that the testimony and exhibits presented in that proceeding be preserved to the extent appropriate. Effective July 19, 2005, revenues from transactions under the IIC involving any Southern Company subsidiaries will be subject to refund to the extent the FERC orders any changes to the IIC.
     Southern Company and its subsidiaries believe that there is no meritorious basis for these allegations and intend to vigorously defend themselves in the proceeding. However, the final outcome of this matter, including any remedies to be applied in the event of an adverse ruling in this proceeding, cannot now be determined.
Environmental Compliance Overview Plan
See Note 3 to the financial statements of Mississippi Power under “Environmental Compliance Overview Plan” in Item 8 of the Form 10-K for additional information on the ECO Plan. Mississippi Power’s ECO Plan annual filing for 2005 was approved by the Mississippi PSC at the conclusion of the ECO Plan hearings on April 5, 2005. An order was issued on July 7, 2005, resulting in a slight increase in rates effective May 2005. Compliance costs related to the Clean Air Act and other environmental regulations could affect earnings if such costs cannot continue to be recovered.
Other Matters
In July 2005, the U.S. Congress passed the Energy Policy Act of 2005 (Energy Act), which President Bush is expected to sign into law in early August 2005. Among other things, the Energy Act includes various tax subsidies for electric utilities and provisions repealing the PUHCA. The Energy Act also amends federal energy laws and provides the FERC with new oversight responsibilities for the electric utility industry. The implementation of the Energy Act requires proceedings at the state level and the development of regulations by the FERC, as well as other federal agencies. Mississippi Power is still reviewing the legislation; however, its impacts will depend on the promulgation and implementation of final rules and cannot be determined at this time.
     Mississippi Power is subject to certain claims and legal actions arising in the ordinary course of business. In addition, Mississippi Power’s business activities are subject to extensive governmental regulation related to public health and the environment. Litigation over environmental issues and claims of various types, including property damage, personal injury, and citizen enforcement of environmental requirements, has increased generally throughout the United States. In particular, personal injury claims for damages caused by alleged exposure to hazardous materials have become more frequent. The ultimate outcome of such litigation against Mississippi Power cannot be predicted at this time; however, management does not anticipate that the liabilities, if any, arising from such current proceedings would have a material adverse effect on Mississippi Power’s financial statements.
     See the Notes to the Condensed Financial Statements herein for discussion of various contingencies and other matters which may affect future earnings potential.
ACCOUNTING POLICIES
Application of Critical Accounting Policies and Estimates
Mississippi Power prepares its financial statements in accordance with accounting principles generally accepted in the United States. Significant accounting policies are described in Note 1 to the financial statements of Mississippi Power in Item 8 of the Form 10-K. In the application of these policies, certain estimates are made that may have a material impact on Mississippi Power’s results of operations and related disclosures. Different assumptions and measurements could produce estimates that are significantly different from those recorded in

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the financial statements. Also see MANAGEMENT’S DISCUSSION AND ANALYSIS — ACCOUNTING POLICIES — “Application of Critical Accounting Policies and Estimates” of Mississippi Power in Item 7 of the Form 10-K for a complete discussion of Mississippi Power’s critical accounting policies and estimates related to Electric Utility Regulation, Contingent Obligations, Unbilled Revenues, and Plant Daniel Operating Lease.
New Accounting Standards
FASB Statement No. 123R, Share-Based Payments, was issued in December 2004. This statement requires that compensation cost relating to share-based payment transactions be recognized in financial statements. That cost will be measured based on the grant date fair value of the equity instruments issued. In April 2005, the SEC amended the compliance dates for FASB Statement No. 123R. For Mississippi Power, this statement is now effective beginning January 1, 2006. Although the compensation expense calculation required under the revised statement differs slightly, the impacts on Mississippi Power’s financial statements are expected to be similar to the pro forma disclosures included in Note 1 to the financial statements of Mississippi Power under “Stock Options” in Item 8 of the Form 10-K and Note (C) to the Condensed Financial Statements herein.
     FASB Interpretation No. 47 (FIN 47), Accounting for Conditional Asset Retirement Obligations, was issued in March 2005. This interpretation requires that asset retirement obligations be recorded when a legal obligation exists even though the timing and/or the method of settlement are conditional on a future event. For Mississippi Power, FIN 47 is effective no later than December 31, 2005. Mississippi Power is currently assessing the impact of FIN 47 on its balance sheet; however, adoption is not currently expected to have a material impact on Mississippi Power’s income statement.
     In December 2004, the FASB issued Staff Position No. 109-1 (FSP 109-1), Application of FASB Statement No. 109, Accounting for Income Taxes, to the Tax Deduction on Qualified Production Activities provided by the American Jobs Creation Act of 2004, which requires that the generation deduction for utilities be accounted for as a special tax deduction rather than as a tax rate reduction. Mississippi Power adopted FSP 109-1 in the first quarter of 2005 with no material impact on its financial statements.
FINANCIAL CONDITION AND LIQUIDITY
Overview
Mississippi Power’s financial condition remained stable at June 30, 2005. Net cash flow provided from operating activities totaled $24.5 million for year-to-date 2005, compared to net cash flow provided from operating activities of $549 thousand for the same period in 2004. The $23.9 million increase in 2005 resulted primarily from the collection of higher regulatory clause rates and income tax refunds.
Capital Requirements and Contractual Obligations
See MANAGEMENT’S DISCUSSION AND ANALYSIS — FINANCIAL CONDITION AND LIQUIDITY — “Capital Requirements and Contractual Obligations” of Mississippi Power in Item 7 of the Form 10-K for a description of Mississippi Power’s capital requirements for its construction program, lease obligations, purchase commitments, and trust funding requirements. Mississippi Power has no maturities or redemptions of long-term debt required by June 30, 2006.
Sources of Capital
In addition to the financing activities described herein, Mississippi Power plans to obtain the funds required for construction and other purposes from sources similar to those used in the past including funds from operations

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and new security issuances. The amount, type, and timing of any financings, if needed, will depend upon maintenance of adequate earnings, regulatory approval, prevailing market conditions, and other factors. See MANAGEMENT’S DISCUSSION AND ANALYSIS — FINANCIAL CONDITION AND LIQUIDITY — “Sources of Capital” of Mississippi Power in Item 7 of the Form 10-K for additional information.
     Mississippi Power continues to use short-term debt as a funding source to meet cash needs, which can fluctuate significantly due to the seasonality of the business. To meet short-term cash needs and contingencies, Mississippi Power had at June 30, 2005 approximately $18 thousand of cash and cash equivalents and $100.5 million of unused committed credit arrangements with banks; $50.5 million of which expire in 2005, and $50 million of which expire in 2006. Approximately $38 million of these credit arrangements contain provisions allowing two-year term loans executable at expiration. Mississippi Power expects to renew its credit facilities, as needed, prior to expiration. The credit arrangements provide liquidity support to Mississippi Power’s obligations with respect to variable rate pollution control bonds and commercial paper. Mississippi Power may also meet short-term cash needs through a Southern Company subsidiary organized to issue and sell commercial paper and extendible commercial notes at the request and for the benefit of Mississippi Power and other Southern Company subsidiaries. At June 30, 2005, Mississippi Power had $37.9 million in outstanding notes payable. Management believes that the need for working capital can be adequately met by utilizing commercial paper programs and lines of credit without maintaining large cash balances.
Off-Balance Sheet Financing Arrangements
See MANAGEMENT’S DISCUSSION AND ANALYSIS — FINANCIAL CONDITION AND LIQUIDITY — “Off-Balance Sheet Financing Arrangements” in Item 7 and Note 7 to the financial statements of Mississippi Power under “Operating Leases” in Item 8 of the Form 10-K for information related to Mississippi Power’s lease of a combined cycle generating facility at Plant Daniel.
Credit Rating Risk
Mississippi Power does not have any credit arrangements that would require material changes in payment schedules or terminations as a result of a credit rating downgrade. Mississippi Power is party to certain derivative agreements that could require collateral and/or accelerated payment in the event of a credit rating change to below investment grade. These agreements are primarily for natural gas price risk management activities. At June 30, 2005, Mississippi Power had no exposure under these agreements.
Market Price Risk
Mississippi Power’s market risk exposures relative to interest rate changes have not changed materially compared with the December 31, 2004 reporting period. In addition, Mississippi Power is not aware of any facts or circumstances that would significantly affect such exposures in the near term.
     Due to cost-based rate regulation, Mississippi Power has limited exposure to market volatility in interest rates, commodity fuel prices, and prices of electricity. To mitigate residual risks relative to movements in electricity prices, Mississippi Power enters into fixed-price contracts for the purchase and sale of electricity through the wholesale electricity market. Mississippi Power has also implemented retail fuel hedging programs at the instruction of the Mississippi PSC and wholesale fuel hedging programs under agreements with wholesale customers.

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     The fair value of derivative, fuel, and energy contracts at June 30, 2005 was as follows:
                 
    Second Quarter        
    2005     Year-to-Date  
    Changes     Changes  
   
    Fair Value  
 
    (in thousands)  
Contracts beginning of period
  $ 23,180     $ 889  
Contracts realized or settled
    (8,149 )     (6,144 )
New contracts at inception
           
Changes in valuation techniques
           
Current period changes (a)
    (1,048 )     19,238  
 
Contracts at June 30, 2005
  $ 13,983     $ 13,983  
 
(a)   Current period changes also include the changes in fair value of new contracts entered into during the period.
                         
    Source of June 30, 2005  
    Valuation Prices  
   
    Total     Maturity  
    Fair Value     Year 1     1-3 Years  
 
    (in thousands)          
Actively quoted
  $ 14,718     $ 7,732     $ 6,986  
External sources
    (735 )     (735 )      
Models and other methods
                 
 
                 
 
Contracts at June 30, 2005
  $ 13,983     $ 6,997     $ 6,986  
 
     For additional information, see MANAGEMENT’S DISCUSSION AND ANALYSIS — FINANCIAL CONDITION AND LIQUIDITY — “Market Price Risk” of Mississippi Power in Item 7 and Notes 1 and 6 to the financial statements of Mississippi Power under “Financial Instruments” in Item 8 of the Form 10-K and Note (F) to the Condensed Financial Statements herein.
Financing Activities
Mississippi Power did not issue or redeem any long-term securities during the first quarter of 2005. However, in June 2005, Mississippi Power issued $30 million of Series G 5.40% Senior Notes due July 1, 2035. The proceeds from this sale were used for the legal defeasance of $30 million principal amount of its First Mortgage Bonds, 6 7/8% Series due December 1, 2025 and the related first mortgage bond indenture. An irrevocable trust agreement was executed by Mississippi Power and the trustee for the bondholders under which the bonds will be redeemed in December 2005. As a result of the defeasance, there are no longer any first mortgage bond liens on Mississippi Power’s property. Mississippi Power has extinguished the liability related to the first mortgage bonds since Mississippi Power has been legally released from being the primary obligor by the bondholders. See Note (L) to the Condensed Financial Statements herein for additional information.
     In addition to any financings that may be necessary to meet capital requirements and contractual obligations, Mississippi Power plans to continue, when economically feasible, a program to retire higher-cost securities and replace these obligations with lower-cost capital if market conditions permit.

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SAVANNAH ELECTRIC
AND
POWER COMPANY

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SAVANNAH ELECTRIC AND POWER COMPANY
CONDENSED STATEMENTS OF INCOME (UNAUDITED)
                                 
    For the Three Months     For the Six Months  
    Ended June 30,     Ended June 30,  
            2004             2004  
            As Restated             As Restated  
    2005     (Note N)     2005     (Note N)  
    (in thousands)     (in thousands)  
Operating Revenues:
                               
Retail revenues
  $ 91,143     $ 87,516     $ 176,147     $ 155,025  
Sales for resale —
                               
Non-affiliates
    1,355       1,294       1,813       2,704  
Affiliates
    1,254       1,653       3,315       4,090  
Other revenues
    2,836       686       3,901       1,651  
 
                       
Total operating revenues
    96,588       91,149       185,176       163,470  
 
                       
Operating Expenses:
                               
Fuel
    18,901       14,123       32,023       24,607  
Purchased power —
                               
Non-affiliates
    2,345       4,387       4,231       6,729  
Affiliates
    28,783       27,145       65,062       49,275  
Other operations
    15,612       15,577       29,936       29,678  
Maintenance
    6,190       6,905       16,076       13,336  
Depreciation and amortization
    5,528       5,246       10,876       10,450  
Taxes other than income taxes
    3,898       3,795       7,697       7,392  
 
                       
Total operating expenses
    81,257       77,178       165,901       141,467  
 
                       
Operating Income
    15,331       13,971       19,275       22,003  
Other Income and (Expense):
                               
Interest income
    18       27       35       98  
Interest expense, net of amounts capitalized
    (3,606 )     (2,989 )     (6,829 )     (6,132 )
Distributions on mandatorily redeemable preferred securities
                      (109 )
Other income (expense), net
    1,047       (101 )     2,153       (519 )
 
                       
Total other income and (expense)
    (2,541 )     (3,063 )     (4,641 )     (6,662 )
 
                       
Earnings Before Income Taxes
    12,790       10,908       14,634       15,341  
Income taxes
    4,387       3,974       4,536       5,574  
 
                       
Net Income
    8,403       6,934       10,098       9,767  
Dividends on Preferred Stock
    675       150       1,350       150  
 
                       
Net Income After Dividends on Preferred Stock
  $ 7,728     $ 6,784     $ 8,748     $ 9,617  
 
                       
CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
                                 
    For the Three Months     For the Six Months  
    Ended June 30,     Ended June 30,  
            2004             2004  
            As Restated             As Restated  
    2005     (Note N)     2005     (Note N)  
    (in thousands)     (in thousands)  
Net Income After Dividends on Preferred Stock
  $ 7,728     $ 6,784     $ 8,748     $ 9,617  
Other comprehensive income (loss):
                               
Changes in fair value of qualifying hedges, net of tax of $(667), $10, $(217) and $(10), respectively
    (1,058 )     18       (345 )     (15 )
Reclassification adjustment for amounts included in net income, net of tax of $2, $15, $5 and $30, respectively
    5       23       9       47  
 
                       
COMPREHENSIVE INCOME
  $ 6,675     $ 6,825     $ 8,412     $ 9,649  
 
                       
The accompanying notes as they relate to Savannah Electric are an integral part of these condensed financial statements.

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SAVANNAH ELECTRIC AND POWER COMPANY
CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
                 
    For the Six Months  
    Ended June 30,  
            2004  
            As Restated  
    2005     (Note N)  
    (in thousands)  
Operating Activities:
               
Net income
  $ 10,098     $ 9,767  
Adjustments to reconcile net income to net cash provided from operating activities —
               
Depreciation and amortization
    12,045       11,550  
Deferred income taxes and investment tax credits, net
    10,311       5,716  
Allowance for equity funds used during construction
    (2,143 )     (553 )
Pension, postretirement, and other employee benefits
    3,938       3,538  
Tax benefit of stock options
    1,087       611  
Other, net
    5,307       (5,783 )
Changes in certain current assets and liabilities —
               
Receivables, net
    (26,469 )     (12,243 )
Fossil fuel stock
    90       (486 )
Materials and supplies
    (409 )     (750 )
Other current assets
    (6,739 )     (2,645 )
Accounts payable
    (8,081 )     2,604  
Accrued taxes
    (709 )     2,847  
Accrued compensation
    (2,538 )     (2,588 )
Other current liabilities
    (682 )     (1,631 )
 
           
Net cash provided from (used for) operating activities
    (4,894 )     9,954  
 
           
Investing Activities:
               
Gross property additions
    (26,225 )     (28,761 )
Purchase of property from affiliates
          (67,093 )
Other
    (507 )     (1,211 )
 
           
Net cash used for investing activities
    (26,732 )     (97,065 )
 
           
Financing Activities:
               
Increase in notes payable, net
    41,803       17,586  
Proceeds —
               
Other long-term debt
          10,000  
Preferred stock
          45,000  
Capital contributions from parent company
          31,000  
Redemptions —
               
Other long-term debt
    (500 )     (500 )
Mandatorily redeemable preferred securities
          (40,000 )
Payment of preferred stock dividends
    (1,350 )      
Payment of common stock dividends
    (13,350 )     (11,600 )
Other
    (80 )     109  
 
           
Net cash provided from financing activities
    26,523       51,595  
 
           
Net Change in Cash and Cash Equivalents
    (5,103 )     (35,516 )
Cash and Cash Equivalents at Beginning of Period
    8,862       37,943  
 
           
Cash and Cash Equivalents at End of Period
  $ 3,759     $ 2,427  
 
           
Supplemental Cash Flow Information:
               
Cash paid during the period for —
               
Interest (net of $989 and $409 capitalized for 2005 and 2004, respectively)
  $ 5,932     $ 5,295  
Income taxes (net of refunds)
  $ (384 )   $ 774  
The accompanying notes as they relate to Savannah Electric are an integral part of these condensed financial statements.

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SAVANNAH ELECTRIC AND POWER COMPANY
CONDENSED BALANCE SHEETS (UNAUDITED)
                 
    At June 30,     At December 31,  
Assets   2005     2004  
    (in thousands)  
Current Assets:
               
Cash and cash equivalents
  $ 3,759     $ 8,862  
Receivables —
               
Customer accounts receivable
    29,268       22,875  
Unbilled revenues
    8,544       6,681  
Under recovered regulatory clause revenues
    40,624       23,800  
Other accounts and notes receivable
    1,539       1,608  
Affiliated companies
    4,826       3,392  
Accumulated provision for uncollectible accounts
    (854 )     (878 )
Fossil fuel stock, at average cost
    10,500       10,590  
Materials and supplies, at average cost
    10,322       9,913  
Prepaid income taxes
    23,684       21,615  
Prepaid expenses
    1,690       1,415  
Assets from risk management activities
    3,474       2,287  
 
           
Total current assets
    137,376       112,160  
 
           
Property, Plant, and Equipment:
               
In service
    1,025,924       945,359  
Less accumulated provision for depreciation
    391,096       408,415  
 
           
 
    634,828       536,944  
Construction work in progress
    9,871       91,275  
 
           
Total property, plant, and equipment
    644,699       628,219  
 
           
Other Property and Investments
    3,993       3,925  
 
           
Deferred Charges and Other Assets:
               
Deferred charges related to income taxes
    10,592       10,588  
Cash surrender value of life insurance for deferred compensation plans
    25,970       25,335  
Unamortized debt issuance expense
    5,142       5,303  
Unamortized loss on reacquired debt
    7,572       7,935  
Other regulatory assets
    14,226       15,592  
Other
    3,418       3,534  
 
           
Total deferred charges and other assets
    66,920       68,287  
 
           
Total Assets
  $ 852,988     $ 812,591  
 
           
The accompanying notes as they relate to Savannah Electric are an integral part of these condensed financial statements.

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SAVANNAH ELECTRIC AND POWER COMPANY
CONDENSED BALANCE SHEETS (UNAUDITED)
                 
    At June 30,     At December 31,  
Liabilities and Stockholder’s Equity   2005     2004  
    (in thousands)  
Current Liabilities:
               
Securities due within one year
  $ 21,031     $ 1,010  
Notes payable
    62,370       20,567  
Accounts payable —
               
Affiliated
    13,928       17,379  
Other
    9,868       16,166  
Customer deposits
    7,114       6,973  
Accrued taxes —
               
Income taxes
          148  
Other
    4,829       5,390  
Accrued interest
    3,201       3,050  
Accrued vacation pay
    2,705       2,661  
Accrued compensation
    3,074       5,612  
Other
    7,690       6,765  
 
           
Total current liabilities
    135,810       85,721  
 
           
Long-term Debt
    217,539       237,769  
 
           
Deferred Credits and Other Liabilities:
               
Accumulated deferred income taxes
    96,432       90,079  
Deferred credits related to income taxes
    8,228       8,738  
Accumulated deferred investment tax credits
    7,629       7,961  
Employee benefit obligations
    50,518       46,580  
Other cost of removal obligations
    43,798       41,890  
Miscellaneous regulatory liabilities
    12,168       11,066  
Other
    8,630       6,693  
 
           
Total deferred credits and other liabilities
    227,403       213,007  
 
           
Total Liabilities
    580,752       536,497  
 
           
Preferred Stock
    43,909       43,938  
 
           
Common Stockholder’s Equity:
               
Common stock, par value $5 per share —
               
Authorized - 16,000,000 shares
           
Outstanding - 10,844,635 shares
    54,223       54,223  
Paid-in capital
    73,621       72,533  
Retained earnings
    103,104       107,685  
Accumulated other comprehensive loss
    (2,621 )     (2,285 )
 
           
Total common stockholder’s equity
    228,327       232,156  
 
           
Total Liabilities and Stockholder’s Equity
  $ 852,988     $ 812,591  
 
           

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SAVANNAH ELECTRIC AND POWER COMPANY
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
SECOND QUARTER 2005 vs. SECOND QUARTER 2004
AND
YEAR-TO-DATE 2005 vs. YEAR-TO-DATE 2004
OVERVIEW
Savannah Electric operates as a vertically integrated utility providing electricity to retail customers within its traditional service area of southeastern Georgia. Many factors affect the opportunities, challenges, and risks of Savannah Electric’s business of selling electricity. These factors include the ability to maintain a stable regulatory environment, to achieve energy sales growth while containing costs, and to recover costs related to growing demand and increasingly stringent environmental standards.
     Savannah Electric continues to focus on several key performance indicators. These indicators include customer satisfaction, peak season equivalent forced outage rate, and return on equity. For additional information on these indicators, see MANAGEMENT’S DISCUSSION AND ANALYSIS — OVERVIEW — “Key Performance Indicators” of Savannah Electric in Item 7 of the Form 10-K.
     See Note 9 to the financial statements of Savannah Electric in Item 8 of the Form 10-K and Note (N) to the Condensed Financial Statements herein for information regarding Savannah Electric’s restatement of its financial statements for the second quarter and year-to-date June 30, 2004 as the result of errors in the estimate of unbilled revenues for these periods.
RESULTS OF OPERATIONS
Earnings
Savannah Electric’s net income after dividends on preferred stock for the second quarter and year-to-date 2005 was $7.7 million and $8.7 million, respectively, compared to $6.8 million and $9.6 million, respectively, for the corresponding periods of 2004. Earnings increased by $0.9 million, or 13.9%, in the second quarter 2005, primarily due to increases in transmission revenues and AFUDC equity related to the Plant McIntosh combined cycle units, partially off-set by higher interest expense. Year-to-date 2005 earnings were down by $0.9 million, or 9.0%, as a result of higher maintenance and interest expenses partially off-set by the increases in AFUDC equity and transmission revenues in the second quarter of 2005.
     Significant income statement items appropriate for discussion include the following:
                                 
    Increase (Decrease)  
    Second Quarter     Year-To-Date  
       
    (in thousands)     %     (in thousands)     %  
Retail revenues
  $ 3,627       4.1     $ 21,122       13.6  
Sales for resale — affiliates
    (399 )     (24.1 )     (775 )     (18.9 )
Other revenues
    2,150       313.4       2,250       136.3  
Fuel expense
    4,778       33.8       7,416       30.1  
Purchased power expense — non-affiliates
    (2,042 )     (46.5 )     (2,498 )     (37.1 )
Purchased power expense — affiliates
    1,638       6.0       15,787       32.0  
Maintenance expense
    (715 )     (10.4 )     2,740       20.5  
Interest expense, net of amounts capitalized
    617       20.6       697       11.4  
Other income (expense), net
    1,148       N/M       2,672       N/M  
Income taxes
    413       10.4       (1,038 )     (18.6 )
Dividends on preferred stock
    525       N/M       1,200       N/M  
 
N/M   Not meaningful

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SAVANNAH ELECTRIC AND POWER COMPANY
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
     Retail revenues. The chart below reflects the primary drivers of the 4.1% second quarter and 13.6% year-to-date 2005 increases in retail revenues, compared to the same periods in the prior year. Excluding fuel cost recovery revenues, which do not affect net income, retail revenue decreased by $1.4 million, or 2.8%, in the second quarter 2005 and decreased by $1.2 million, or 1.4%, year-to-date 2005, when compared to the corresponding periods in 2004. For the second quarter and year-to-date 2005, the base revenue decreases are primarily related to decreases in residential sales due to mild weather. These decreases were partially offset by an increase in commercial revenues reflecting restructured rates and the general base rate increases for all classes effective June 2005.
     Details of retail revenues are as follows:
                                 
   
    Second Quarter             Year-to-Date          
    2005             2005          
   
    (in thousands)     % change     (in thousands)     % change  
Retail — prior year
  $ 87,516             $ 155,025          
Change in —
                               
Base rates
    1,005       1.1       1,005       0.6  
Sales growth
    560       0.6       938       0.6  
Weather
    (2,919 )     (3.3 )     (3,126 )     (2.0 )
Fuel cost recovery
    4,981       5.7       22,305       14.4  
 
Retail — current year
  $ 91,143       4.1 %   $ 176,147       13.6 %
 
     Sales for resale — affiliates and Purchased power expense affiliates. Energy sales to and purchases from affiliated companies within the Southern Company system will vary depending on demand and the availability and cost of generating resources at each company. These sales and purchases are made in accordance with the IIC, as approved by the FERC. Sales to affiliated companies decreased for the second quarter and year-to-date 2005 when compared to the corresponding periods in 2004 due to an increase in Savannah Electric’s fuel costs relative to other Southern Company generating plants and unavailability of Savannah Electric’s plants due to scheduled maintenance. Purchased power from affiliates increased year-to-date 2005 due to a 9.5% increase in energy purchased as a result of scheduled maintenance on Savannah Electric’s largest coal units and an increase for the second quarter and year-to-date 2005 due to an increase in the average cost of fuel per net kilowatt-hour generated. These transactions do not have a significant impact on earnings since this energy is generally sold at marginal cost and energy purchases are generally offset by energy revenues through Savannah Electric’s fuel cost recovery clause.
     Other revenues. Other revenues increased in the second quarter and year-to-date 2005 when compared to the corresponding periods in 2004. The increases were primarily due to $1.96 million in revenues associated with a transmission facilities agreement with Georgia Power related to the Plant McIntosh combined cycle units. These revenues were recorded retroactive to June 2004, following FERC approval of the contract which was received in May 2005. Approximately $0.9 million of the revenues were related to 2004.
     Fuel expense. Fuel expense increased in the second quarter and year-to-date 2005 primarily as a result of the Plant McIntosh combined cycle units which were placed in service in June 2005, an adjustment in 2004 as a result of billing credits relating to the Plant McIntosh combustion turbines which reduced 2004 fuel expense, and an increase in the average cost of fuel per net kilowatt-hour generated of 23% in the second quarter and 48% year-to-date 2005 when compared to the same periods in the prior year. Since fuel expenses are generally offset by fuel revenues through Savannah Electric’s fuel cost recovery clause, these expenses do not have a significant impact on net income.

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SAVANNAH ELECTRIC AND POWER COMPANY
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
     Purchased power expense non-affiliates. The decreases in the amount of purchased power from non-affiliates in the second quarter and year-to-date 2005 when compared to the corresponding periods in 2004 resulted from the increase in more economical purchased power from affiliates discussed above. These transactions do not have a significant impact on earnings, as energy costs are generally recovered through Savannah Electric’s fuel cost recovery clause.
     Maintenance expense. The decrease in the second quarter 2005 as compared to the same period in the prior year is mainly due to an unscheduled coal mill repair at Plant Kraft in 2004. Maintenance expense increased for the year-to-date 2005 as a result of scheduled maintenance outages at Plant Kraft and Plant McIntosh and an increase in distribution expenses primarily related to tree trimming.
     Interest expense, net of amounts capitalized. The increases in the second quarter and year-to-date 2005 when compared to the corresponding periods in 2004 were primarily due to the issuance in December 2004 of $35 million of senior notes and an increase in short-term borrowing and higher interest rates.
     Other income (expense), net and income taxes. In the second quarter and year-to-date 2005, other income increased primarily due to an increase in non-taxable AFUDC equity of $0.5 million and $1.6 million, respectively, associated with the Plant McIntosh combined cycle construction project. The decrease in income taxes for the year-to-date 2005 as compared to the prior year is mainly attributed to the increase in the non-taxable AFUDC equity. See Note 3 to the financial statements of Savannah Electric under “Plant McIntosh Construction Project” in Item 8 of the Form 10-K for additional information. AFUDC equity has substantially decreased following commercial operation of the project in June 2005; thus Savannah Electric’s annual effective income tax rate is expected to be approximately 35% for 2005. See Note 5 to the financial statements of Savannah Electric in Item 8 of the Form 10-K and Note (H) to the Condensed Financial Statements herein for additional information.
     Dividends on preferred stock. Dividends on preferred stock increased for the second quarter and year-to-date 2005 due to the issuance of 1.8 million shares of 6.00% Series Preferred Stock in June 2004.
FUTURE EARNINGS POTENTIAL
The results of operations discussed above are not necessarily indicative of Savannah Electric’s future earnings potential. The level of Savannah Electric’s future earnings depends on numerous factors that affect the opportunities, challenges, and risks of Savannah Electric’s business of selling electricity. These factors include Savannah Electric’s ability to maintain a stable regulatory environment, to achieve energy sales growth while containing costs, and to recover costs related to growing demand and increasingly stringent environmental standards. Future earnings in the near term will depend, in part, upon growth in energy sales, which is subject to a number of factors. These factors include weather, competition, energy conservation practiced by customers, the price of electricity, the price elasticity of demand, and the rate of economic growth in Savannah Electric’s service area. For additional information relating to these issues, see BUSINESS — The SOUTHERN System — “Risk Factors” in Item 1 and MANAGEMENT’S DISCUSSION AND ANALYSIS — FUTURE EARNINGS POTENTIAL of Savannah Electric in Item 7 of the Form 10-K.

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SAVANNAH ELECTRIC AND POWER COMPANY
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Environmental Matters
Compliance costs related to the Clean Air Act and other environmental regulations could affect earnings if such costs cannot be recovered. For additional information, including information on certain environmental litigation, see MANAGEMENT’S DISCUSSION AND ANALYSIS — FUTURE EARNINGS POTENTIAL — “Environmental Matters” of Savannah Electric in Item 7 and Note 3 to the financial statements of Savannah Electric under “New Source Review Actions” in Item 8 of the Form 10-K.
     The EPA issued the final Clean Air Interstate Rule on March 10, 2005. The rule addresses sulfur dioxide (SO2) and nitrogen oxide (NOx) emissions that contribute to nonattainment of the eight-hour ozone and fine particulate matter National Ambient Air Quality Standards. Twenty-eight eastern states, including the State of Georgia, are subject to the fine particulate and/or the eight-hour ozone requirements set forth within the rule. The rule may require additional reductions of NOx and/or SO2 to be achieved by the installation of additional controls at Savannah Electric’s facilities or through the purchase of allowances. The impact of this final rule on Savannah Electric will, however, depend on the outcome of legal challenges and development and implementation of applicable state regulations and therefore cannot be determined at this time.
     On March 15, 2005, the EPA announced the final Clean Air Mercury Rule, selecting a cap-and-trade approach to be implemented in two phases, 2010 and 2018. The rule sets a permanent cap on emissions at the 2018 level and provides for an emissions allowance trading market. The impact of this final rule on Savannah Electric will depend on the outcome of legal challenges and development and implementation of applicable state regulations and therefore cannot be determined at this time.
     On June 15, 2005, the EPA issued final rules addressing Best Available Retrofit Technology (BART) standards under the Regional Haze Program. States must develop regulations to implement the federal regional haze requirements, including BART standards, by December 17, 2007. The impact of the final BART rules on Savannah Electric will depend on the outcome of any litigation over the final rules and the development and implementation of the applicable state regulations and therefore cannot be determined at this time.
FERC and Georgia PSC Matters
Market-Based Rate Authority
See MANAGEMENT’S DISCUSSION AND ANALYSIS — FUTURE EARNINGS POTENTIAL — “FERC and Georgia PSC Matters — Market-Based Rate Authority” of Savannah Electric in Item 7 and Note 3 to the financial statements of Savannah Electric under “Market-Based Rate Authority” in Item 8 of the Form 10-K for information on the FERC’s April 2004 order adopting a new interim analysis for measuring generation market power and a proceeding initiated by the FERC in December 2004 to assess Southern Company’s generation dominance within its retail service territory. Savannah Electric has authorization from the FERC to sell power to non-affiliates at market-based prices. Savannah Electric, through SCS as agent, also has FERC authority to make short-term opportunity sales at market rates. Specific FERC approval must be obtained with respect to a market-based contract with an affiliate. On February 15, 2005, Southern Company submitted additional information related to generation dominance in its retail service territory. On July 8, 2005, the FERC initiated a hearing before an administrative law judge to review the generation market power issues. Any new market-based rate transactions in Southern Company’s retail service territory entered into after February 27, 2005 will be subject to refund to the level of the default cost-based rates, pending the outcome of the proceeding. In the event that the FERC’s default mitigation measures are ultimately applied, Savannah Electric may be required to charge cost-based rates for certain wholesale sales in the Southern Company retail service territory, which may be lower than negotiated market-based rates. The impact of such sales through June 30,

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FINANCIAL CONDITION AND RESULTS OF OPERATIONS
2005 is not material to Savannah Electric’s net income. The final outcome of this matter will depend on the form in which the final methodology for assessing generation market power and mitigation rules may be ultimately adopted and cannot be determined at this time.
     In addition, on May 5, 2005, the FERC issued an order expanding the generation market power proceeding initiated in December 2004 to include an investigation of whether Southern Company satisfies the other three parts of the FERC’s market-based rate analysis: transmission market power, barriers to entry, and affiliate abuse or reciprocal dealing. The FERC established a new refund period related to this expanded investigation. 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 beginning July 19, 2005. The FERC also directed that this expanded proceeding be held in abeyance pending the outcome of the proceeding on the IIC discussed below.
     Southern Company and its subsidiaries believe that there is no meritorious basis for these allegations and intend to vigorously defend themselves in the proceeding. However, the final outcome of this matter, including any remedies to be applied in the event of an adverse ruling in this proceeding, cannot now be determined.
Intercompany Interchange Contract
Also on May 5, 2005, the FERC initiated a new proceeding to examine (1) the provisions of the IIC among Alabama Power, Georgia Power, Gulf Power, Mississippi Power, Savannah Electric, Southern Power, and SCS, as agent, under the terms of which the power pool of Southern Company is operated, and, in particular, the propriety of the continued inclusion of Southern Power as a party to the IIC, (2) whether any parties to the IIC have violated the FERC’s standards of conduct applicable to utility companies that are transmission providers, and (3) whether Southern Company’s code of conduct defining Southern Power as a “system company” rather than a “marketing affiliate” is just and reasonable. In 2000, in connection with the formation of Southern Power, the FERC authorized Southern Power’s inclusion in the IIC. The FERC also previously approved Southern Company’s code of conduct. The FERC order directs that the administrative law judge who presided over the McIntosh PPA proceeding be assigned to preside over the hearing in this proceeding and that the testimony and exhibits presented in that proceeding be preserved to the extent appropriate. Effective July 19, 2005, revenues from transactions under the IIC involving any Southern Company subsidiaries will be subject to refund to the extent the FERC orders any changes to the IIC. See Note 3 to the financial statements of Savannah Electric under “Plant McIntosh Construction Project” in Item 8 of the Form 10-K for additional information on the McIntosh PPA proceeding.
     Southern Company and its subsidiaries believe that there is no meritorious basis for these allegations and intend to vigorously defend themselves in the proceeding. However, the final outcome of this matter, including any remedies to be applied in the event of an adverse ruling in this proceeding, cannot now be determined.
Retail Rate Case Filing
See MANAGEMENT’S DISCUSSION AND ANALYSIS — FUTURE EARNINGS POTENTIAL — “FERC and Georgia PSC Matters — Retail Rate Case Filing” in Item 7 and Note 3 to the financial statements of Savannah Electric under “Retail Regulatory Matters — 2004 Retail Rate Case Filing” in Item 8 of the Form 10-K and Note (M) to the Condensed Financial Statements herein for additional information.
     On May 17, 2005, the Georgia PSC approved a new three-year retail rate plan for Savannah Electric ending May 31, 2008 (2005 Plan). Under the terms of the 2005 Plan, earnings will be evaluated against a retail return on common equity range of 9.75% to 11.75%. Two-thirds of any earnings above 11.75% will be applied to rate refunds with the remaining one-third retained by Savannah Electric. Retail base rates were increased by

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
approximately $9.6 million, or 5.1%, on an annual basis effective in June 2005 to cover the cost of new generation and PPAs; higher operating and maintenance expenses; and continued investment in new transmission and distribution facilities to support growth and ensure reliability.
     Savannah Electric will not file for a general base rate increase unless its projected retail return on common equity falls below 9.75%. Savannah Electric is required to file a general rate case on November 30, 2007, in response to which the Georgia PSC would be expected to determine whether the rate plan should be continued, modified, or discontinued.
Retail Fuel Cost Recovery
At June 30, 2005, Savannah Electric’s under-recovered fuel balance totaled $40.6 million. In response to this increase and the expected continuation of rising fuel costs, Savannah Electric anticipates filing a request with the Georgia PSC in August 2005 to increase its fuel cost recovery rate. In a separate proceeding, on August 2, 2005, the Georgia PSC approved its staff’s recommendation to initiate an investigation of Savannah Electric’s fuel practices. The ultimate outcome of these matters cannot now be determined.
Other Matters
In July 2005, the U.S. Congress passed the Energy Policy Act of 2005 (Energy Act), which President Bush is expected to sign into law in early August 2005. Among other things, the Energy Act includes various tax subsidies for electric utilities and provisions repealing the PUHCA. The Energy Act also amends federal energy laws and provides the FERC with new oversight responsibilities for the electric utility industry. The implementation of the Energy Act requires proceedings at the state level and the development of regulations by the FERC, as well as other federal agencies. Savannah Electric is still reviewing the legislation; however, its impacts will depend on the promulgation and implementation of final rules and cannot be determined at this time.
     Effective September 30, 2004, Savannah Electric retired Units 4 and 5 at Plant Riverside. The remaining units at the plant were retired on May 31, 2005. These retirements had no material impact on Savannah Electric’s financial statements.
     Savannah Electric is subject to certain claims and legal actions arising in the ordinary course of business. In addition, Savannah Electric’s business activities are subject to extensive governmental regulation related to public health and the environment. Litigation over environmental issues and claims of various types, including property damage, personal injury, and citizen enforcement of environmental requirements, has increased generally throughout the United States. In particular, personal injury claims for damages caused by alleged exposure to hazardous materials have become more frequent. The ultimate outcome of such litigation against Savannah Electric cannot be predicted at this time; however, management does not anticipate that the liabilities, if any, arising from such current proceedings would have a material adverse effect on Savannah Electric’s financial statements.
     See the Notes to the Condensed Financial Statements herein for discussion of various contingencies and other matters which may affect future earnings potential.
ACCOUNTING POLICIES
Application of Critical Accounting Policies and Estimates
Savannah Electric prepares its financial statements in accordance with accounting principles generally accepted in the United States. Significant accounting policies are described in Note 1 to the financial statements of Savannah Electric in Item 8 of the Form 10-K. In the application of these policies, certain estimates are made that may have a material impact on Savannah Electric’s results of operations and related disclosures. Different assumptions and measurements could produce estimates that are significantly different from those recorded in the financial statements. Also see MANAGEMENT’S DISCUSSION AND ANALYSIS — ACCOUNTING POLICIES — “Application of Critical Accounting Policies and Estimates” of Savannah Electric in Item 7 of the

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Form 10-K for a complete discussion of Savannah Electric’s critical accounting policies and estimates related to Electric Utility Regulation, Contingent Obligations, and Unbilled Revenues.
New Accounting Standards
FASB Statement No. 123R, Share-Based Payments, was issued in December 2004. This statement requires that compensation cost relating to share-based payment transactions be recognized in financial statements. That cost will be measured based on the grant date fair value of the equity instruments issued. In April 2005, the SEC amended the compliance dates for FASB Statement No. 123R. For Savannah Electric, this statement is now effective beginning January 1, 2006. Although the compensation expense calculation required under the revised statement differs slightly, the impacts on Savannah Electric’s financial statements are expected to be similar to the pro forma disclosures included in Note 1 to the financial statements of Savannah Electric under “Stock Options” in Item 8 of the Form 10-K and in Note (C) to the Condensed Financial Statements herein.
     FASB Interpretation No. 47 (FIN 47), Accounting for Conditional Asset Retirement Obligations, was issued in March 2005. This interpretation requires that asset retirement obligations be recorded when a legal obligation exists even though the timing and/or the method of settlement are conditional on a future event. For Savannah Electric, FIN 47 is effective no later than December 31, 2005. Savannah Electric is currently assessing the impact of FIN 47 on its balance sheet; however, adoption is not currently expected to have a material impact on Savannah Electric’s income statement.
     In December 2004, the FASB issued Staff Position No. 109-1 (FSP 109-1), Application of FASB Statement No. 109, Accounting for Income Taxes, to the Tax Deduction on Qualified Production Activities provided by the American Jobs Creation Act of 2004, which requires that the generation deduction for utilities be accounted for as a special tax deduction rather than as a tax rate reduction. Savannah Electric adopted FSP 109-1 in the first quarter of 2005 with no material impact on its financial statements.
FINANCIAL CONDITION AND LIQUIDITY
Overview
Savannah Electric’s financial condition remained stable at June 30, 2005. Net cash flow provided from (used in) operating activities totaled $(4.9) million for the first six months of 2005, compared to $10.0 million for the first six months of 2004. The $14.9 million decrease in 2005 resulted primarily from higher fuel costs. Those costs are recoverable in future periods and are reflected on the balance sheets as under recovered regulatory clause revenues. Major changes in Savannah Electric’s financial condition during the first six months of 2005 included the addition of approximately $26.2 million to utility plant, which includes the Plant McIntosh combined cycle construction project. The funds for these additions and other capital requirements were derived primarily from short-term debt. See Savannah Electric’s Condensed Statements of Cash Flows herein for further details.
Capital Requirements and Contractual Obligations
See MANAGEMENT’S DISCUSSION AND ANALYSIS — FINANCIAL CONDITION AND LIQUIDITY — “Capital Requirements and Contractual Obligations” of Savannah Electric in Item 7 of the Form 10-K for a description of Savannah Electric’s capital requirements for its construction program, lease obligations, purchase commitments, and trust funding requirements. Approximately $21 million will be required by June 30, 2006 for redemptions and maturities of long-term debt.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Sources of Capital
Savannah Electric plans to obtain the funds required for construction and other purposes from sources similar to those used in the past, including funds from operations and new securities issuances. The amount, type, and timing of any future financings — if needed — will depend upon maintenance of adequate earnings, regulatory approval, prevailing market conditions, and other factors. See MANAGEMENT’S DISCUSSION AND ANALYSIS — FINANCIAL CONDITION AND LIQUIDITY — “Sources of Capital” of Savannah Electric in Item 7 of the Form 10-K for additional information.
     To meet short-term cash needs and contingencies, Savannah Electric had at June 30, 2005 approximately $3.8 million of cash and cash equivalents and $80 million of unused committed credit arrangements with banks, of which $31 million expire in 2005, $29 million expire in 2006, and $20 million expires in 2008. All of the unused credit arrangements expiring in 2005 include two-year term loan options executable at the expiration date. The credit arrangements provide liquidity support to some of Savannah Electric’s obligations with respect to its variable rate debt and its commercial paper. Savannah Electric expects to renew its credit facilities, as needed, prior to expiration. Savannah Electric may also meet short-term cash needs through a Southern Company subsidiary organized to issue and sell commercial paper and extendible commercial notes at the request and for the benefit of Savannah Electric and other Southern Company subsidiaries. At June 30, 2005, Savannah Electric had $48.4 million of outstanding commercial paper and $14.0 million of outstanding extendible commercial notes.
Credit Rating Risk
Savannah Electric does not have any credit arrangements that would require material changes in payment schedules or terminations as a result of a credit rating downgrade. Savannah Electric is party to certain derivatives agreements that could require collateral and/or accelerated payment in the event of a credit rating change to below investment grade. These agreements are primarily for natural gas price and interest rate risk management activities. At June 30, 2005, Savannah Electric had no exposure under these contracts.
Market Price Risk
Savannah Electric’s market risk exposures relative to interest rate changes have not changed materially compared with the December 31, 2004 reporting period. In addition, Savannah Electric is not aware of any facts or circumstances that would significantly affect such exposures in the near term.
     Due to cost-based rate regulations, Savannah Electric has limited exposure to market volatility in interest rates, commodity fuel prices, and prices of electricity. To mitigate residual risks relative to movements in electricity prices, Savannah Electric enters into fixed-price contracts for the purchase and sale of electricity through the wholesale electricity market. Savannah Electric has also implemented a retail fuel hedging program at the instruction of the Georgia PSC.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
     The fair value of derivative energy contracts at June 30, 2005 was as follows:
                 
    Second Quarter        
    2005     Year-to-Date  
    Changes     Changes  
   
    Fair Value  
   
    (in thousands)  
Contracts beginning of period
  $ 8,034     $ 1,474  
Contracts realized or settled
    (2,712 )     (2,733 )
New contracts at inception
           
Changes in valuation techniques
           
Current period changes (a)
    (158 )     6,423  
 
Contracts at June 30, 2005
  $ 5,164     $ 5,164  
 
 
(a)   Current period changes also include the changes in fair value of new contracts entered into during the period.
                         
    Source of June 30, 2005  
    Valuation Prices  
   
    Total     Maturity  
    Fair Value     Year 1     1-3 Years  
   
            (in thousands)          
Actively quoted
  $ 5,167     $ 2,993     $ 2,174  
External sources
    (3 )     (3 )      
Models and other methods
                 
 
Contracts at June 30, 2005
  $ 5,164     $ 2,990     $ 2,174  
 
     For additional information, see MANAGEMENT’S DISCUSSION AND ANALYSIS — FINANCIAL CONDITION AND LIQUIDITY — “Market Price Risk” of Savannah Electric in Item 7 and Notes 1 and 6 to the financial statements of Savannah Electric under “Financial Instruments” in Item 8 of the Form 10-K and Note (F) to the Condensed Financial Statements herein.
Financing Activities
Savannah Electric did not issue or redeem any long-term securities during the first six months of 2005. In addition to any financings that may be necessary to meet capital requirements and contractual obligations, Savannah Electric plans to continue, when economically feasible, a program to retire higher-cost securities and replace these obligations with lower-cost capital if market conditions permit.
     In the first six months of 2005, Savannah Electric entered into a forward starting interest rate swap in order to mitigate its exposure to unfavorable changes in interest rates related to a series of senior notes Savannah Electric anticipates to issue in 2006. See Note (F) to the Condensed Financial Statements herein for additional information.

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SOUTHERN POWER COMPANY

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SOUTHERN POWER COMPANY
CONDENSED STATEMENTS OF INCOME (UNAUDITED)
                                 
    For the Three Months     For the Six Months  
    Ended June 30,     Ended June 30,  
    2005     2004     2005     2004  
    (in thousands)     (in thousands)  
Operating Revenues:
                               
Sales for resale —
                               
Non-affiliates
  $ 39,703     $ 73,032     $ 79,807     $ 159,731  
Affiliates
    109,217       107,218       221,554       194,013  
Other revenues
    306       2,499       686       4,610  
 
                       
Total operating revenues
    149,226       182,749       302,047       358,354  
 
                       
Operating Expenses:
                               
Fuel
    26,730       43,998       61,274       74,333  
Purchased power —
                               
Non-affiliates
    10,772       25,813       19,634       39,418  
Affiliates
    16,159       28,926       37,113       70,982  
Other operations
    13,814       13,529       26,533       28,254  
Maintenance
    4,939       4,407       8,198       7,419  
Depreciation and amortization
    13,109       12,796       25,892       25,574  
Taxes other than income taxes
    3,092       2,718       6,047       5,397  
 
                       
Total operating expenses
    88,615       132,187       184,691       251,377  
 
                       
Operating Income
    60,611       50,562       117,356       106,977  
Other Income and (Expense):
                               
Interest expense, net of amounts capitalized
    (19,935 )     (14,323 )     (39,179 )     (26,909 )
Other income (expense), net
    202       1,271       294       1,764  
 
                       
Total other income and (expense)
    (19,733 )     (13,052 )     (38,885 )     (25,145 )
 
                       
Earnings Before Income Taxes
    40,878       37,510       78,471       81,832  
Income taxes
    15,644       15,093       30,164       32,230  
 
                       
Net Income
  $ 25,234     $ 22,417     $ 48,307     $ 49,602  
 
                       
CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
                                 
    For the Three Months     For the Six Months  
    Ended June 30,     Ended June 30,  
    2005     2004     2005     2004  
    (in thousands)     (in thousands)  
Net Income
  $ 25,234     $ 22,417     $ 48,307     $ 49,602  
Other comprehensive income (loss):
                               
Changes in fair value of qualifying hedges, net of tax of $50, $104, $50 and $(418), respectively
    72       166       72       (762 )
Reclassification adjustment for amounts included in net income, net of tax of $1,050, $886, $2,091 and $1,873, respectively
    1,620       1,414       3,232       2,983  
 
                       
COMPREHENSIVE INCOME
  $ 26,926     $ 23,997     $ 51,611     $ 51,823  
 
                       
The accompanying notes as they relate to Southern Power are an integral part of these condensed financial statements.

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SOUTHERN POWER COMPANY
CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
                 
    For the Six Months  
    Ended June 30,  
    2005     2004  
    (in thousands)  
Operating Activities:
               
Net income
  $ 48,307     $ 49,602  
Adjustments to reconcile net income to net cash provided from operating activities —
               
Depreciation and amortization
    33,271       32,521  
Deferred income taxes and investment tax credits, net
    23,272       20,281  
Deferred revenues
    (26,309 )     (14,972 )
Tax benefit of stock options
    231       100  
Other, net
    (1,205 )     483  
Changes in certain current assets and liabilities —
               
Receivables, net
    (34,828 )     (32,912 )
Fossil fuel stock
    (3,092 )     2,880  
Materials and supplies
    (2,494 )     (1,493 )
Other current assets
    5,659       10,480  
Accounts payable
    213       (21,417 )
Accrued taxes
    6,794       5,577  
Accrued interest
    49       (291 )
 
           
Net cash provided from operating activities
    49,868       50,839  
 
           
Investing Activities:
               
Gross property additions
    (218,822 )     (94,991 )
Sale of property to affiliates
          400,346  
Change in construction payables, net
    (103 )     (9,463 )
Other
          778  
 
           
Net cash provided from (used for) investing activities
    (218,925 )     296,670  
 
           
Financing Activities:
               
Increase (decrease) in notes payable, net
    163,090       (90,218 )
Redemptions — Other long-term debt
    (200 )      
Capital distributions to parent company
          (225,000 )
Other
    (958 )      
 
           
Net cash provided from (used for) financing activities
    161,932       (315,218 )
 
           
Net Change in Cash and Cash Equivalents
    (7,125 )     32,291  
Cash and Cash Equivalents at Beginning of Period
    25,241       2,798  
 
           
Cash and Cash Equivalents at End of Period
  $ 18,116     $ 35,089  
 
           
Supplemental Cash Flow Information:
               
Cash paid during the period for —
 
Interest (net of $0 and $15,544 capitalized for 2005 and 2004, respectively)
  $ 31,562     $ 19,839  
Income taxes (net of refunds)
  $ 3,582     $ 2,201  
The accompanying notes as they relate to Southern Power are an integral part of these condensed financial statements.

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SOUTHERN POWER COMPANY
CONDENSED BALANCE SHEETS (UNAUDITED)
                 
    At June 30,     At December 31,  
Assets   2005     2004  
    (in thousands)  
Current Assets:
               
Cash and cash equivalents
  $ 18,116     $ 25,241  
Receivables —
               
Customer accounts receivable
    16,705       12,865  
Other accounts receivable
    1,134       893  
Accumulated provision for uncollectible accounts
    (350 )     (350 )
Affiliated companies
    56,170       25,423  
Fossil fuel stock, at average cost
    5,997       2,904  
Materials and supplies, at average cost
    12,333       9,839  
Prepaid income taxes
    6,575       4,619  
Prepaid expenses
    3,440       8,085  
Other
    83       112  
 
           
Total current assets
    120,203       89,631  
 
           
Property, Plant, and Equipment:
               
In service
    2,028,502       1,821,434  
Less accumulated provision for depreciation
    137,110       111,200  
 
           
 
    1,891,392       1,710,234  
Construction work in progress
    202,243       200,903  
 
           
Total property, plant, and equipment
    2,093,635       1,911,137  
 
           
Deferred Charges and Other Assets:
               
Unamortized debt issuance expense
    13,183       14,078  
Prepaid long-term service agreements
    45,492       34,800  
Other—
               
Affiliated
    6,517       6,455  
Other
    10,868       10,912  
 
           
Total deferred charges and other assets
    76,060       66,245  
 
           
Total Assets
  $ 2,289,898     $ 2,067,013  
 
           
The accompanying notes as they relate to Southern Power are an integral part of these condensed financial statements.

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SOUTHERN POWER COMPANY
CONDENSED BALANCE SHEETS (UNAUDITED)
                 
    At June 30,     At December 31,  
Liabilities and Stockholder’s Equity   2005     2004  
    (in thousands)  
Current Liabilities:
               
Securities due within one year
  $ 200     $ 200  
Notes payable
    163,090        
Accounts payable —
               
Affiliated
    24,756       19,265  
Other
    5,751       11,024  
Accrued taxes —
               
Income taxes
    4,108        
Accrued taxes — Other
    9,159       4,104  
Accrued interest
    28,675       28,626  
Other
    11       83  
 
           
Total current liabilities
    235,750       63,302  
 
           
Long-term Debt
    1,099,423       1,099,435  
 
           
Deferred Credits and Other Liabilities:
               
Accumulated deferred income taxes
    65,625       40,212  
Deferred capacity revenues — Affiliated
    12,579       39,118  
Other—
               
Affiliated
    12,774       13,333  
Other
    294       2  
 
           
Total deferred credits and other liabilities
    91,272       92,665  
 
           
Total Liabilities
    1,426,445       1,255,402  
 
           
Common Stockholder’s Equity:
               
Common stock, par value $.01 per share —
           
Authorized - 1,000,000 shares
               
Outstanding - 1,000 shares
               
Paid-in capital
    740,766       740,535  
Retained earnings
    170,441       122,134  
Accumulated other comprehensive loss
    (47,754 )     (51,058 )
 
           
Total common stockholder’s equity
    863,453       811,611  
 
           
Total Liabilities and Stockholder’s Equity
  $ 2,289,898     $ 2,067,013  
 
           
The accompanying notes as they relate to Southern Power are an integral part of these condensed financial statements.

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SOUTHERN POWER COMPANY
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
SECOND QUARTER 2005 vs. SECOND QUARTER 2004
AND
YEAR-TO-DATE 2005 vs. YEAR-TO-DATE 2004
OVERVIEW
Southern Power constructs, owns, and manages Southern Company’s competitive generation assets and sells electricity at market-based rates in the Super Southeast wholesale market. Southern Power continues to focus on executing its regional strategy in the Super Southeast in 2005. Southern Power continues to address questions at the federal regulatory level relative to market power and affiliate transactions. See FUTURE EARNINGS POTENTIAL — “FERC Matters” herein for additional detail.
     To evaluate operating results and to ensure Southern Power’s ability to meet its contractual commitments to customers, Southern Power focuses on two key performance indicators. These indicators consist of plant availability and peak season equivalent forced outage rate (EFOR). Plant availability shows the percentage of time during the year that Southern Power’s generating units are available to be called upon to generate (the higher the better), whereas the EFOR more narrowly defines the hours during peak demand times when Southern Power’s generating units are not available due to forced outages (the lower the better). For additional information on these indicators, see MANAGEMENT’S DISCUSSION AND ANALYSIS — OVERVIEW — “Key Performance Indicators” of Southern Power in Item 7 of the Form 10-K.
RESULTS OF OPERATIONS
Earnings
Southern Power’s net income for the second quarter and year-to-date 2005 was $25.2 million and $48.3 million compared to $22.4 million and $49.6 million, respectively, for the corresponding periods of 2004. The increase in second quarter 2005 earnings of $2.8 million, or 12.6%, was primarily the result of new operations at Plant Oleander and lower purchased power and fuel expenses. The decrease in year-to-date 2005 earnings of $1.3 million, or 2.6%, is primarily a result of ceasing the capitalization of interest on construction. Capitalization of construction interest ended with the sale of Plant McIntosh Units 10 and 11 to Georgia Power and Savannah Electric in May 2004 and the cessation of construction activities at Plant Franklin Unit 3 in August 2004. For further information, see Note 2 to the financial statements of Southern Power under “Plant Franklin Unit 3 Construction Project” and “Plant McIntosh Construction Project” in Item 8 of the Form 10-K. Also see Note (O) to the Condensed Financial Statements herein for information on the acquisition of Oleander Power Project, L.P. (Oleander) in June 2005.
     Significant income statement items appropriate for discussion include the following:
                                 
    Increase (Decrease)
    Second Quarter   Year-To-Date
    (in thousands)   %   (in thousands)   %
Sales for resale — non-affiliates
  $ (33,329 )     (45.6 )   $ (79,924 )     (50.0 )
Sales for resale — affiliates
  $ 1,999       1.9       27,541       14.2  
Other revenues
    (2,193 )     (87.8 )     (3,924 )     (85.1 )
Fuel expense
    (17,268 )     (39.2 )     (13,059 )     (17.6 )
Purchased power expense — non-affiliates
    (15,041 )     (58.3 )     (19,784 )     (50.2 )
Purchased power expense — affiliates
    (12,767 )     (44.1 )     (33,869 )     (47.7 )
Interest expense, net of amounts capitalized
    (5,612 )     (39.2 )     (12,270 )     (45.6 )

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     Sales for resale affiliates and non-affiliates. Second quarter and year-to-date 2005 revenues from sales for resale to non-affiliates decreased and sales to affiliates increased when compared to the corresponding periods in 2004 due primarily to the inception of a new PPA with Georgia Power at Plant Harris Unit 2 and a scheduled increase in the existing PPA with Georgia Power at Plant Franklin Unit 2 in June 2004. These units were initially placed into service in June 2003 and were previously available for market sales to non-affiliates until the commencement of the affiliate PPAs. Reductions in operating revenues at Plant Harris Unit 2 and Plant Franklin Unit 2 caused by the shift from market sales of this capacity to sales to affiliates under PPAs in June 2004 were largely offset by reductions in purchased power expense and fuel expense.
     Other revenues. In the second quarter and year-to-date 2005, other revenues decreased when compared to the corresponding quarter and year-to-date 2004. This decrease was primarily due to the expiration of a contract that included significant transmission components, as well as the inception of the PPA with Georgia Power at Plant Harris Unit 2.
     Fuel expense. Fuel expense in the second quarter 2005 decreased when compared to the same period in 2004 despite a 13% increase in fuel prices. The reduction is attributed to 15% lower generation during the second quarter 2005 at Plant Wansley due to milder weather when compared to the second quarter 2004. Also contributing was the shift of fuel responsibility for Plant Harris Unit 2 and a portion of Plant Franklin Unit 2 to Georgia Power beginning in June 2004 in accordance with the terms of the PPAs. The year-to-date 2005 decrease when compared to the same period in 2004 is primarily due to the inception of the Georgia Power PPA at Plant Harris Unit 2 and the full commitment of Plant Franklin Unit 2. Existing PPAs generally provide that the purchasers are responsible for substantially all of the fuel costs relating to energy delivered under the PPAs; therefore, changes in fuel expenses do not have a significant impact on net income.
     Purchased power expense affiliates and non-affiliates. The decreases in purchased power from affiliates and non-affiliates during the second quarter and year-to-date 2005 when compared to the corresponding periods of 2004 are primarily due to the commitment of Plant Harris Unit 2 and the commitment of an additional portion of Plant Franklin Unit 2 to Georgia Power beginning in June 2004; prior to that time the capacity from these units was sold into short-term markets and related energy sales were sometimes served with short-term power purchases from both affiliates and non-affiliates when market costs were lower than the cost of self-generation.
     Interest expense, net of amounts capitalized. Interest expense, net of amounts capitalized increased in the second quarter and year-to-date 2005 when compared to the same periods in 2004 primarily as the result of ceasing the capitalization of interest on construction. Capitalized interest on construction ended with the sale of Plant McIntosh Units 10 and 11 to Georgia Power and Savannah Electric in May 2004 and the cessation of construction activities at Plant Franklin Unit 3 in August 2004. For further information, see Note 2 to the financial statements of Southern Power under “Plant Franklin Unit 3 Construction Project” and “Plant McIntosh Construction Project” in Item 8 of the Form 10-K. Interest expense also increased due to additional financing for the purchase of the Oleander plant in June 2005.
FUTURE EARNINGS POTENTIAL
The results of operations discussed above are not necessarily indicative of future earnings. Several factors affect the opportunities, challenges, and risks of Southern Power’s competitive wholesale energy business. These factors include the ability to achieve sales growth while containing costs. Another major factor is federal regulatory policy, which may impact Southern Power’s level of participation in this market. The level of future earnings depends on numerous factors, especially regulatory matters, including those related to affiliate contracts, sales, creditworthiness of customers, total generating capacity available in the Southeast, and the

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FINANCIAL CONDITION AND RESULTS OF OPERATIONS
successful remarketing of capacity as current contracts expire. For additional information relating to these issues, see BUSINESS — The SOUTHERN System — “Risk Factors” in Item 1 and MANAGEMENT’S DISCUSSION AND ANALYSIS — FUTURE EARNINGS POTENTIAL of Southern Power in Item 7 of the Form 10-K.
FERC Matters
See MANAGEMENT’S DISCUSSION AND ANALYSIS — FUTURE EARNINGS POTENTIAL — “FERC Matters — Market-Based Rate Authority” of Southern Power in Item 7 and Note 2 to the financial statements of Southern Power under “FERC Matters — Market-Based Rate Authority” in Item 8 of the Form 10-K for information on the FERC’s April 2004 order adopting a new interim analysis for measuring generation market power and a proceeding initiated by the FERC in December 2004 to assess Southern Company’s generation dominance within its retail service territory. Southern Power has authorization from the FERC to sell power to non-affiliates at market-based prices. Southern Power, through SCS as agent, also has FERC authority to make short-term opportunity sales at market rates. Specific FERC approval must be obtained with respect to a market-based contract with an affiliate. On February 15, 2005, Southern Company submitted additional information related to generation dominance in its retail service territory. On July 8, 2005, the FERC initiated a hearing before an administrative law judge to review the generation market power issues. Any new market-based rate transactions in Southern Company’s retail service territory entered into after February 27, 2005 will be subject to refund to the level of the default cost-based rates, pending the outcome of the proceeding. In the event that the FERC’s default mitigation measures are ultimately applied, Southern Power may be required to charge cost-based rates for certain wholesale sales in the Southern Company retail service territory, which may be lower than negotiated market-based rates. The impact of such sales through June 30, 2005 is not material to Southern Power’s net income. The final outcome of this matter will depend on the form in which the final methodology for assessing generation market power and mitigation rules may be ultimately adopted and cannot be determined at this time.
     In addition, on May 5, 2005, the FERC issued an order expanding the generation market power proceeding initiated in December 2004 to include an investigation of whether Southern Company satisfies the other three parts of the FERC’s market-based rate analysis: transmission market power, barriers to entry, and affiliate abuse or reciprocal dealing. The FERC established a new refund period related to this expanded investigation. 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 beginning July 19, 2005. The FERC also directed that this expanded proceeding be held in abeyance pending the outcome of the proceeding on the IIC discussed below.
     Southern Company and its subsidiaries believe that there is no meritorious basis for these allegations and intend to vigorously defend themselves in the proceeding. However, the final outcome of this matter, including any remedies to be applied in the event of an adverse ruling in this proceeding, cannot now be determined.
Intercompany Interchange Contract
Also on May 5, 2005, the FERC initiated a new proceeding to examine (1) the provisions of the IIC among Alabama Power, Georgia Power, Gulf Power, Mississippi Power, Savannah Electric, Southern Power, and SCS, as agent, under the terms of which the power pool of Southern Company is operated, and, in particular, the propriety of the continued inclusion of Southern Power as a party to the IIC, (2) whether any parties to the IIC have violated the FERC’s standards of conduct applicable to utility companies that are transmission providers, and (3) whether Southern Company’s code of conduct defining Southern Power as a “system company” rather than a “marketing affiliate” is just and reasonable. In 2000, in connection with the formation of Southern Power, the FERC authorized Southern Power’s inclusion in the IIC. The FERC also previously approved

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Southern Company’s code of conduct. The FERC order directs that the administrative law judge who presided over the McIntosh PPA proceeding be assigned to preside over the hearing in this proceeding and that the testimony and exhibits presented in that proceeding be preserved to the extent appropriate. See Note 2 to the financial statements of Southern Power under “Plant McIntosh Construction Project” in Item 8 of the Form 10-K for more information on the McIntosh PPA proceeding. Effective July 19, 2005, revenues from transactions under the IIC involving any Southern Company subsidiaries will be subject to refund to the extent the FERC orders any changes to the IIC.
     Southern Company and its subsidiaries believe that there is no meritorious basis for these allegations and intend to vigorously defend themselves in the proceeding. However, the final outcome of this matter, including any remedies to be applied in the event of an adverse ruling in this proceeding, cannot now be determined.
Other Matters
See MANAGEMENT’S DISCUSSION AND ANALYSIS — FUTURE EARNINGS POTENTIAL — “General” and “Power Sales Agreements” of Southern Power in Item 7 of the Form 10-K for additional information on long-term power sales agreements and PPAs. Southern Power’s PPAs with non-affiliated counterparties have provisions that require the posting of collateral or an acceptable substitute guarantee in the event that the counterparty does not meet certain rating or financial requirements. The PPAs are expected to provide Southern Power with a stable source of revenue during their respective terms.
     On June 7, 2005, Southern Power, through certain of its wholly-owned subsidiaries, acquired all of the outstanding general and limited partnership interests of Oleander from Constellation Power, Inc. and certain other subsidiaries of Constellation Energy Group, Inc. Southern Power’s acquisition of the general and limited partnership interests in Oleander was pursuant to a Purchase and Sale Agreement dated April 8, 2005, for an aggregate purchase price of approximately $206 million, plus approximately $12 million of working capital and other adjustments. The purchase was for a dual-fueled generating plant in Brevard County, Florida with a nominal installed capacity of 680 MW. The entire output of the plant is sold under separate PPAs with Florida Power & Light Company and Seminole Electric Cooperative, Inc. The PPAs expire in 2007 and 2009, respectively. See Note (O) to the Condensed Financial Statements herein for additional information.
     See MANAGEMENT’S DISCUSSION AND ANALYSIS — FUTURE EARNINGS POTENTIAL — “Environmental Matters” of Southern Power in Item 7 of the Form 10-K for information on the development by federal and state environmental regulatory agencies of additional control strategies for emission of air pollution from industrial sources, including electric generating facilities. Compliance costs related to current and future environmental laws and regulations could affect earnings if such costs are not fully recovered.
     In July 2005, the U.S. Congress passed the Energy Policy Act of 2005 (Energy Act), which President Bush is expected to sign into law in early August 2005. Among other things, the Energy Act includes various tax subsidies for electric utilities and provisions repealing the PUHCA. The Energy Act also amends federal energy laws and provides the FERC with new oversight responsibilities for the electric utility industry. The implementation of the Energy Act requires proceedings at the state level and the development of regulations by the FERC, as well as other federal agencies. Southern Power is still reviewing the legislation; however, its impacts will depend on the promulgation and implementation of final rules and cannot be determined at this time.
     Southern Power is subject to certain claims and legal actions arising in the ordinary course of business. In addition, Southern Power’s business activities are subject to extensive governmental regulation related to public health and the environment. Litigation over environmental issues and claims of various types, including property damage, personal injury, and citizen enforcement of environmental requirements, 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. No such litigation is currently pending against Southern Power.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
     See the Notes to the Condensed Financial Statements herein for discussion of various contingencies and other matters which may affect future earnings potential.
ACCOUNTING POLICIES
Application of Critical Accounting Policies and Estimates
Southern Power prepares its financial statements in accordance with accounting principles generally accepted in the United States. Significant accounting policies are described in Note 1 to the financial statements of Southern Power in Item 8 of the Form 10-K. In the application of these policies, certain estimates are made that may have a material impact on Southern Power’s results of operations and related disclosures. Different assumptions and measurements could produce estimates that are significantly different from those recorded in the financial statements. Also see MANAGEMENT’S DISCUSSION AND ANALYSIS — ACCOUNTING POLICIES — “Application of Critical Accounting Policies and Estimates” of Southern Power in Item 7 of the Form 10-K for a complete discussion of Southern Power’s critical accounting policies and estimates related to Revenue Recognition and Asset Impairments.
New Accounting Standards
FASB Interpretation No. 47 (FIN 47), Accounting for Conditional Asset Retirement Obligations, was issued in March 2005. This interpretation requires that asset retirement obligations be recorded when a legal obligation exists even though the timing and/or the method of settlement are conditional on a future event. For Southern Power, FIN 47 is effective no later than December 31, 2005. Southern Power is currently assessing the impact of FIN 47 on its financial statements.
FINANCIAL CONDITION AND LIQUIDITY
Overview
Major changes in Southern Power’s financial condition during the second quarter 2005 included the purchase of Oleander which closed on June 7, 2005. This acquisition of Oleander contributed an additional $218 million of utility plant and working capital items. This acquisition was financed with the addition of $143 million of commercial paper as well as funds generated from operations
Capital Requirements and Contractual Obligations
See MANAGEMENT’S DISCUSSION AND ANALYSIS — FINANCIAL CONDITION AND LIQUIDITY —“Capital Requirements and Contractual Obligations” of Southern Power in Item 7 of the Form 10-K for a description of Southern Power’s capital requirements for its construction program, maturing debt, purchase commitments, and long-term service agreements.
Sources of Capital
Southern Power may use external funds, equity capital from Southern Company, or internally generated cash from operations to finance any new projects and ongoing capital requirements. Southern Power expects to generate external funds from the issuance of unsecured senior debt and commercial paper or utilization of credit arrangements from banks. See MANAGEMENT’S DISCUSSION AND ANALYSIS — FINANCIAL CONDITION AND LIQUIDITY — “Sources of Capital” of Southern Power in Item 7 of the Form 10-K for additional information.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
     At June 30, 2005, Southern Power’s current liabilities exceeded current assets due to the issuance of commercial paper and the use of internal cash to finance the Oleander acquisition. To meet liquidity and capital resource requirements, in June 2005 Southern Power entered into a new $400 million committed credit facility with banks expiring in 2010. This new arrangement replaces Southern Power’s previous $325 million unsecured syndicated credit arrangement. The new arrangement eliminates all cross defaults and Southern Company guarantee terms and conditions that existed in the previous arrangement. The new $400 million revolving credit facility does include two financial covenants, a 65% debt to capitalization test and an 80% contract coverage test. Proceeds from borrowings under this arrangement may be used for working capital and general corporate purposes. This arrangement also provides liquidity support for Southern Power’s commercial paper program. At June 30, 2005, Southern Power had no outstanding borrowings under its new credit facility.
     At June 30, 2005, Southern Power had approximately $163.1 million of commercial paper outstanding. Amounts drawn under the commercial paper program may be used to finance acquisition and construction costs related to electric generating facilities and for general corporate purposes.
Credit Rating Risk
Southern Power does not have any credit arrangements that would require material changes in payment schedules or terminations as a result of a credit rating downgrade. There are certain contracts that could require collateral, but not accelerated payment, in the event of a credit rating change to BBB- or Baa3 or below. Generally, collateral may be provided with a Southern Company guaranty, letter of credit, or cash. These contracts are primarily for physical electricity purchases and sales. At June 30, 2005, the maximum potential collateral requirements at a BBB- or Baa3 rating were approximately $44 million. The maximum potential collateral requirements at a rating below BBB- or Baa3 were approximately $107 million. In addition, through the acquisition of Oleander, Southern Power assumed a PPA with Seminole Electric Cooperative, Inc. that could require collateral, but not accelerated payment, in the event of a credit rating change to BBB- or Baa3 or below for an amount which currently cannot be determined. Southern Power is also party to certain derivative agreements that could require collateral and/or accelerated payment in the event of a credit rating change to below investment grade. These agreements are primarily for natural gas price risk management activities. At June 30, 2005, Southern Power had no material exposure related to these agreements.
Market Price Risk
Southern Power’s market risk exposures relative to interest rate changes have not changed materially compared with the December 31, 2004 reporting period. In addition, Southern Power is not aware of any facts or circumstances that would significantly affect such exposures in the near term.
     Because energy from Southern Power’s generating facilities is primarily sold under long-term PPAs with tolling agreements and provisions shifting substantially all of the responsibility for fuel cost to the purchasers, Southern Power’s exposure to market volatility in commodity fuel prices and prices of electricity is limited. To mitigate residual risks in those areas, Southern Power enters into fixed-price contracts for the sale of electricity. Any unrealized gains and losses on electric and gas contracts qualifying as cash flow hedges of anticipated purchases and sales are deferred in Other Comprehensive Income. The fair value of derivative energy contracts at June 30, 2005 was immaterial.
     For additional information, see MANAGEMENT’S DISCUSSION AND ANALYSIS — FINANCIAL CONDITION AND LIQUIDITY — “Market Price Risk” of Southern Power in Item 7 and Notes 1 and 5 to the financial statements of Southern Power under “Financial Instruments” in Item 8 of the Form 10-K and Note (F) to the Condensed Financial Statements herein.

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NOTES TO THE CONDENSED FINANCIAL STATEMENTS
FOR
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
ALABAMA POWER COMPANY
GEORGIA POWER COMPANY
GULF POWER COMPANY
MISSISSIPPI POWER COMPANY
SAVANNAH ELECTRIC AND POWER COMPANY
SOUTHERN POWER COMPANY
INDEX TO APPLICABLE NOTES TO
FINANCIAL STATEMENTS BY REGISTRANT
     
Registrant   Applicable Notes
Southern Company
  A, B, C, D, E, F, G, H, I, J, K, P, Q, R
 
   
Alabama Power
  A, B, C, D, F, G, H, I
 
   
Georgia Power
  A, B, C, D, F, G, J
 
   
Gulf Power
  A, B, C, D, F, G, K
 
   
Mississippi Power
  A, B, C, D, F, G, L
 
   
Savannah Electric
  A, B, C, D, F, G, H, M, N
 
   
Southern Power
  A, B, F, O

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THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
ALABAMA POWER COMPANY
GEORGIA POWER COMPANY
GULF POWER COMPANY
MISSISSIPPI POWER COMPANY
SAVANNAH ELECTRIC AND POWER COMPANY
SOUTHERN POWER COMPANY
NOTES TO THE CONDENSED FINANCIAL STATEMENTS:
  (A)   The condensed financial statements of the registrants included herein have been prepared by each registrant, without audit, pursuant to the rules and regulations of the SEC. In the opinion of each registrant’s management, the information regarding such registrant furnished herein reflects all adjustments necessary to present fairly the results of operations for the periods ended June 30, 2005 and 2004. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to such rules and regulations, although each registrant believes that the disclosures regarding such registrant are adequate to make the information presented not misleading. Disclosure which would substantially duplicate the disclosure in the Form 10-K and details which have not changed significantly in amount or composition since the filing of the Form 10-K are omitted from this Quarterly Report on Form 10-Q. Therefore, these condensed financial statements should be read in conjunction with the financial statements and the notes thereto included in the Form 10-K. Certain prior period amounts have been reclassified to conform to current period presentation. Due to seasonal variations in the demand for energy, operating results for the periods presented do not necessarily indicate operating results for the entire year.
 
  (B)   See Note 3 to the financial statements of Southern Company and the retail operating companies and Note 2 to the financial statements of Southern Power in Item 8 of the Form 10-K for information relating to various lawsuits and other contingencies.
 
      NEW SOURCE REVIEW ACTIONS
 
      See Note 3 to the financial statements of Southern Company and Alabama Power under “Environmental Matters – New Source Review Actions” and Georgia Power, Gulf Power and Savannah Electric under “New Source Review Actions” in Item 8 of the Form 10-K. On June 3, 2005, the U.S. District Court for the Northern District of Alabama issued its decision in favor of Alabama Power on the two primary legal issues in the case: (1) the scope of the routine maintenance repair and replacement exclusion under the New Source Review rules and (2) the proper test for calculating emissions increases under those rules. The court decided that routine maintenance repair and replacement must be defined with reference to what is routine in the industry as opposed to what is routine at an individual unit and emissions increases must be measured against the maximum hourly emission rate. The decision does not resolve the case, nor does it address other legal issues associated with the EPA’s allegations involving Plant Miller Units 3 and 4. In separate orders, the court dismissed Alabama Power’s motion for summary judgment on the claims, stayed the entire case, and referred the parties to mediation to be completed by September 9, 2005. Alabama Power may refile its motion for summary judgment if the mediation proves unsuccessful. The Georgia Power and Savannah Electric case, which is pending in federal district court in Georgia, remains administratively closed. The ultimate outcome of these matters cannot now be determined.

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NOTES TO THE CONDENSED FINANCIAL STATEMENTS: (Continued)
      PLANT WANSLEY ENVIRONMENTAL LITIGATION
 
      See Note 3 to the financial statements of Southern Company under “Environmental Matters - Plant Wansley Environmental Litigation” and Georgia Power under “Plant Wansley Environmental Litigation” in Item 8 of the Form 10-K. On March 11, 2005, the U.S. Circuit Court of Appeals for the Eleventh Circuit accepted Georgia Power’s petition for review of the U.S. District Court for the Northern District of Georgia’s December 15, 2004 order related to the Plant Wansley environmental litigation. Oral argument on that appeal has not been scheduled. The final outcome of this matter cannot now be determined.
 
      MIRANT RELATED MATTERS
 
      See Note 3 to the financial statements of Southern Company under “Mirant Related Matters — Mirant Bankruptcy” in Item 8 of the Form 10-K for information regarding Southern Company’s contingent liabilities associated with Mirant, including guarantees of contractual commitments, litigation, and joint and several liabilities in connection with the consolidated federal income tax return.
     In July 2003, Mirant filed for voluntary reorganization under Chapter 11 of the U.S. Bankruptcy Code. In June 2004, Mirant’s bankruptcy counsel notified Southern Company that it was investigating, on behalf of a committee of independent Mirant directors, potential claims against Southern Company.
     In June 2005, Mirant, as a 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 and filed an amended complaint on July 6, 2005. 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 alleged fraudulent transfers and/or illegal dividends include: (1) certain dividends from Mirant to Southern Company in the aggregate amount of $668 million, (2) the repayment of certain intercompany loans and accrued interest in an aggregate amount of $1.035 billion, and (3) the dividend distribution of one share of Series B Preferred Stock and its subsequent redemption in exchange for Mirant’s 80% interest in a holding company that owned SE Finance Capital Corporation and Southern Company Capital Funding, Inc., which transfer Mirant asserts is valued at $247.9 million. The complaint also seeks to recharacterize certain advances from Southern Company to Mirant for investments in energy facilities from debt to equity. The complaint further alleges that Southern Company is liable to Mirant’s creditors for the full amount of Mirant’s liability under an alter ego theory of liability and that Southern Company caused Mirant to breach its fiduciary duty of loyalty to its creditors. The complaint seeks monetary damages in excess of $2 billion plus interest, punitive damages, attorneys fees, and costs. Finally, Mirant objects to Southern Company’s claims against Mirant in the Bankruptcy Court (which, in the aggregate, currently total approximately $70 million) and seeks equitable subordination of Southern Company’s claims to the claims of all other creditors. Southern Company believes there is no meritorious basis for Mirant’s claims and intends to vigorously defend itself in this action.
     On July 13, 2005, The Official Committee of Unsecured Creditors of Mirant Corporation, on behalf of Mirant, as a debtor in possession, and its creditors, filed a complaint in the Bankruptcy Court against certain former officers and directors of Mirant and/or Southern Company. The complaint alleges that the defendants breached their fiduciary duties of loyalty and care owed to Mirant and its creditors by allowing Mirant to overpay for certain acquisitions of utility assets in 1997, 1998, and 1999, and by authorizing or participating in the transfers described above from Mirant to Southern Company in 1999 and 2000 when Mirant was allegedly insolvent, undercapitalized, or unable to pay its debts. Specifically, the complaint alleges that the defendants lacked independence in judgment and failed to act in the best

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NOTES TO THE CONDENSED FINANCIAL STATEMENTS: (Continued)
interest of Mirant and its creditors when they authorized or participated in these acquisitions and transfers. The complaint seeks to recover damages in excess of $1.9 billion for the transfers in 1999 and 2000. Under certain circumstances, Southern Company may be obligated under its Bylaws to indemnify the individuals named as defendants in the complaint.
     The ultimate outcome of these matters cannot be determined at this time.
      RACE DISCRIMINATION LITIGATION
 
      See Note 3 to the financial statements of Southern Company and Georgia Power under “Race Discrimination Litigation” in Item 8 of the Form 10-K. On April 15, 2005, the U.S. Court of Appeals for the Eleventh Circuit denied the plaintiffs’ petition for rehearing by the entire Eleventh Circuit panel of judges. On July 13, 2005, the plaintiffs filed a petition for writ of certiorari to the U.S. Supreme Court, asking the Court to review several adverse rulings made by the trial court and the U.S. Court of Appeals for the Eleventh Circuit. Georgia Power will file an opposition brief shortly. The final outcome of this matter cannot now be determined.
 
      FERC MATTERS
 
      See Note 3 to the financial statements of Southern Company, Alabama Power, Georgia Power, Gulf Power, Mississippi Power, and Savannah Electric under “Market-Based Rate Authority” and Note 2 to the financial statements of Southern Power under “FERC Matters — Market-Based Rate Authority” in Item 8 of the Form 10-K for information on the FERC’s April 2004 order adopting a new interim analysis for measuring generation market power and a proceeding initiated by the FERC in December 2004 to assess Southern Company’s generation dominance within its retail service territory. Each of the retail operating companies and Southern Power has authorization from the FERC to sell power to non-affiliates at market-based prices. Through SCS, as agent, the retail operating companies and Southern Power also have FERC authority to make short-term opportunity sales at market rates. Specific FERC approval must be obtained with respect to a market-based contract with an affiliate. On February 15, 2005, Southern Company submitted additional information related to generation dominance in its retail service territory. On July 8, 2005, the FERC initiated a hearing before an administrative law judge to review the generation market power issues. Any new market-based rate transactions in Southern Company’s retail service territory entered into after February 27, 2005 will be subject to refund to the level of the default cost-based rates, pending the outcome of the proceeding. In the event that the FERC’s default mitigation measures are ultimately applied, Southern Power and the retail operating companies may be required to charge cost-based rates for certain wholesale sales in the Southern Company retail service territory, which may be lower than negotiated market-based rates. The impact of such sales through June 30, 2005 is not material to the net income of Southern Company, any of the retail operating companies, or Southern Power. The final outcome of this matter will depend on the form in which the final methodology for assessing generation market power and mitigation rules may be ultimately adopted and cannot be determined at this time.
     In addition, on May 5, 2005, the FERC issued an order expanding the generation market power proceeding initiated in December 2004 to include an investigation of whether Southern Company satisfies the other three parts of the FERC’s market-based rate analysis: transmission market power, barriers to entry, and affiliate abuse or reciprocal dealing. The FERC established a new refund period related to this expanded investigation. 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 beginning July 19, 2005. The FERC also directed that this expanded proceeding be held in abeyance pending the outcome of the proceeding on the IIC discussed below.

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NOTES TO THE CONDENSED FINANCIAL STATEMENTS: (Continued)
     Also on May 5, 2005, the FERC initiated a new proceeding to examine (1) the provisions of the IIC among Alabama Power, Georgia Power, Gulf Power, Mississippi Power, Savannah Electric, Southern Power, and SCS, as agent, under the terms of which the power pool of Southern Company is operated, and, in particular, the propriety of the continued inclusion of Southern Power as a party to the IIC, (2) whether any parties to the IIC have violated the FERC’s standards of conduct applicable to utility companies that are transmission providers, and (3) whether Southern Company’s code of conduct defining Southern Power as a “system company” rather than a “marketing affiliate” is just and reasonable. In 2000, in connection with the formation of Southern Power, the FERC authorized Southern Power’s inclusion in the IIC. The FERC also previously approved Southern Company’s code of conduct. The FERC order directs that the administrative law judge who presided over the McIntosh PPA proceeding be assigned to preside over the hearing in this proceeding and that the testimony and exhibits presented in that proceeding be preserved to the extent appropriate. See Note 3 to the financial statements of Southern Company, Georgia Power and Savannah Electric and Note 2 to the financial statements of Southern Power under “Plant McIntosh Construction Project” in Item 8 of the Form 10-K for information on the McIntosh PPA proceeding. Effective July 19, 2005, revenues from transactions under the IIC involving any Southern Company subsidiaries will be subject to refund to the extent the FERC orders any changes to the IIC.
     Southern Company and its subsidiaries believe that there is no meritorious basis for these allegations and intend to vigorously defend themselves in the proceedings. However, the final outcome of these matters, including any remedies to be applied in the event of an adverse ruling in these proceedings, cannot now be determined.
      INCOME TAX MATTERS
 
      See Note 3 to the financial statements of Southern Company under “Income Tax Matters — Leveraged Lease Transactions” in Item 8 of the Form 10-K for information related to Southern Company’s deductions related to three international lease transactions (so-called SILO or sale-in-lease-out transactions), which the IRS challenged in connection with its audit of Southern Company’s 2000 and 2001 tax returns. If the IRS is ultimately successful in disallowing the tax deductions related to these transactions beginning with the 2000 tax year, Southern Company could be subject to additional interest charges of up to $25 million. In addition, the IRS has proposed a penalty of approximately $16 million. Additionally, although the payment of the tax liability, exclusive of interest and any penalties, would not affect Southern Company’s results of operations under current accounting standards, it could have a material impact on cash flow. See Note 1 to the financial statements of Southern Company under “Leveraged Leases” in Item 8 of the Form 10-K for additional details of the deferred taxes related to these transactions. Furthermore, the FASB has recently proposed changes to the accounting for both leveraged leases and uncertain tax positions. If approved as proposed, these changes could require Southern Company to reflect the tax deductions that the IRS is challenging as currently payable on the balance sheet and to change the timing of the income recognized under the leases, including a cumulative effect upon adoption of this change that could be significant, and potentially material, to Southern Company’s net income. Southern Company believes these transactions are valid leases for U.S. tax purposes, the related deductions are allowable, and the assessment of a penalty is inappropriate. Southern Company is continuing to pursue resolution of these matters with the IRS; however, the ultimate outcome of these matters cannot now be determined.
 
  (C)   See Note 1 to the financial statements of Southern Company and the retail operating companies under “Stock Options” and Note 8 to the financial statements of Southern Company and the retail operating companies under “Stock Option Plan” in Item 8 of the Form 10-K for information regarding non-qualified employee stock options provided by Southern Company. Southern Company accounts for options granted in accordance with Accounting Principles Board Opinion No. 25; thus, no compensation expense is recognized because the exercise price of all options granted equaled the fair market value on

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NOTES TO THE CONDENSED FINANCIAL STATEMENTS: (Continued)
      the date of the grant. The estimated fair values of stock options granted during the three-month and six-month periods ending June 30, 2005 and 2004 have been derived using the Black-Scholes stock option pricing model.
 
      The following table shows the assumptions and the weighted average fair values of these stock options:
                                 
                            Six
                    Six   Months
                    Months   Ended
    Three Months Ended   Three Months Ended   Ended   June 30,
    June 30, 2005   June 30, 2004   June 30, 2005   2004
Interest rate
    3.8 %     3.7 %     3.9 %     3.1 %
Average expected life of stock options (in years)
    5       5       5       5  
Expected volatility of common stock
    17.7 %     19.6 %     17.9 %     19.7 %
Expected annual dividends on common stock
  $ 1.49     $ 1.40     $ 1.43     $ 1.40  
Weighted average fair value of stock options granted
  $ 3.78     $ 3.41     $ 3.90     $ 3.29  
The pro forma impact of fair-value accounting for options granted on Southern Company’s consolidated earnings per share is as follows: (in millions)
                                 
    Three Months Ended   Three Months Ended
    June 30, 2005   June 30, 2004
    As Reported   Pro Forma   As Reported   Pro Forma
Earnings per share (dollars):
                               
Basic
  $ 0.52     $ 0.51     $ 0.48     $ 0.47  
Diluted
  $ 0.52     $ 0.51     $ 0.47     $ 0.46  
                                 
    Six Months Ended   Six Months Ended
    June 30, 2005   June 30, 2004
    As Reported   Pro Forma   As Reported   Pro Forma
Earnings per share (dollars):
                               
Basic
  $ 0.95     $ 0.93     $ 0.93     $ 0.91  
Diluted
  $ 0.95     $ 0.93     $ 0.92     $ 0.90  

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NOTES TO THE CONDENSED FINANCIAL STATEMENTS: (Continued)
The pro forma impact of fair-value accounting for options granted on net income after dividends on preferred stock is as follows (in millions):
                                 
    Three Months Ended   Three Months Ended
    June 30, 2005   June 30, 2004
    As Reported   Pro Forma   As Reported   Pro Forma
Net income after dividends on preferred stock
                               
Alabama Power
  $ 121     $ 121     $ 104     $ 104  
Georgia Power
    158       157       156       155  
Gulf Power
    21       21       19       19  
Mississippi Power
    26       26       22       22  
Savannah Electric
    8       8       7       7  
 
                               
Southern Company
  $ 387     $ 385     $ 352     $ 350  
                                 
    Six Months Ended   Six Months Ended
    June 30, 2005   June 30, 2004
    As Reported   Pro Forma   As Reported   Pro Forma
Net income after dividends on preferred stock
                               
Alabama Power
  $ 215     $ 213     $ 195     $ 193  
Georgia Power
    300       297       300       297  
Gulf Power
    36       36       36       35  
Mississippi Power
    43       42       39       39  
Savannah Electric
    9       8       10       9  
 
                               
Southern Company
  $ 710     $ 696     $ 683     $ 671  
  (D)   See Note 1 to the financial statements of Southern Company, Alabama Power, Georgia Power, Gulf Power, Mississippi Power, and Savannah Electric under “Asset Retirement Obligations and Other Costs of Removal” in Item 8 of the Form 10-K. The following table reflects the details of the asset retirement obligations included in the Condensed Balance Sheets (in millions).
                                                 
    Balance at   Liabilities   Liabilities           Cash Flow   Balance at
    12/31/04   Incurred   Settled   Accretion   Revisions   6/30/05
Alabama Power
  $ 383.6     $     $     $ 13.0     $ (0.4 )   $ 396.2  
Georgia Power
    504.5             (0.6 )     16.4             520.3  
Gulf Power
    5.8                   0.2             6.0  
Mississippi Power
    5.5                   0.2             5.7  
Savannah Electric
    3.9       0.5       (0.3 )     0.1             4.2  
 
                                               
Southern Company
  $ 903.3     $ 0.5     $ (0.9 )   $ 29.9     $ (0.4 )   $ 932.4  

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NOTES TO THE CONDENSED FINANCIAL STATEMENTS: (Continued)
  (E)   For Southern Company, the only difference in computing basic and diluted earnings per share is attributable to outstanding options under the stock option plan. See Note 8 to the financial statements of Southern Company in Item 8 of the Form 10-K for further information on the stock option plan. The effect of the stock options was determined using the treasury stock method. Shares used to compute diluted earnings per share are as follows (in thousands):
                                 
    Three Months   Three Months   Six Months   Six Months
    Ended   Ended   Ended   Ended
    June 30, 2005   June 30, 2004   June 30, 2005   June 30, 2004
 
As reported shares
    746,823       738,185       745,424       737,412  
Effect of options
    4,193       4,268       3,936       4,508  
Diluted shares
    751,016       742,453       749,360       741,920  
 
                   
  (F)   See Note 6 to the financial statements of Southern Company, Alabama Power, Georgia Power, Gulf Power, Mississippi Power, and Savannah Electric under “Financial Instruments” in Item 8 of the Form 10-K. At June 30, 2005, the fair value of derivative energy contracts was reflected in the financial statements as follows (in millions):
                                                 
 
    Southern   Alabama   Georgia   Gulf   Mississippi   Savannah
    Company   Power   Power   Power   Power   Electric
 
    Amounts
Regulatory liabilities, net
  $ 64.8     $ 19.3     $ 18.9     $ 6.7     $ 14.8     $ 5.2  
Other comprehensive income (loss)
    (0.7 )                       (0.8 )      
Net income (loss)
    (0.1 )                              
 
Total fair value
  $ 64.0     $ 19.3     $ 18.9     $ 6.7     $ 14.0     $ 5.2  
 
     For the three months and six months ended June 30, 2005 and 2004, the amounts recognized in income for derivative energy contracts that are not hedges, as well as the amounts expected to be reclassified from other comprehensive income to fuel expense for the twelve month period ending June 30, 2006 were immaterial for each registrant. Additionally, no material ineffectiveness has been recorded in net income for the three months and six months ended June 30, 2005 and 2004.
     In April 2005, Southern Company entered into a purchased option with an initial fair value of approximately $7 million to reduce its exposure to a potential phase-out of certain income tax credits in 2005. In accordance with Section 29 of the IRC, these tax credits are subject to limitation as the annual average price of oil increases. At June 30, 2005 the fair value of the option was approximately $6 million. For the three months and six months ended June 30, 2005, the expense recognized in income to mark the option to market was $1 million.

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NOTES TO THE CONDENSED FINANCIAL STATEMENTS: (Continued)
     At June 30, 2005, Southern Company had $3.1 billion notional amount of interest rate derivatives outstanding with net fair value losses of $5.0 million as follows:
      Fair Value Hedges
                                         
     
                                    Fair Value Gain
                            Hedge   (Loss)
    Notional                   Maturity   June 30, 2005
    Amount   Fixed Rate Received   Variable Rate Paid   Date   (in millions)
 
 
                  6-month LIBOR                
 
                  (in arrears)                
Southern Company
  $400 million     5.30 %   less 0.103%   February 2007   $ 10.8  
 
Southern Company
  $40 million     7.625 %   6-month LIBOR   December 2009     0.7  
 
                  (in arrears) plus                
 
                    2.9225 %                
      Cash Flow Hedges
                                     
                                         
     
                                    Fair Value
                    Weighted Average   Hedge   Gain (Loss)
    Notional   Variable Rate   Fixed Rate   Maturity   June 30, 2005
    Amount   Received   Paid   Date   (in millions)
 
Alabama Power
  $536 million   BMA Index     2.007 %   January 2007   $ 6.5  
Alabama Power
  $195 million   3-month LIBOR     1.89 %   April 2006     3.4  
Alabama Power
  $300 million   3-month LIBOR     4.798 %   December 2015     (9.8 )
Alabama Power
  $300 million   3-month LIBOR     4.418 %   February 2016     (0.5 )
Georgia Power
  $100 million   3-month LIBOR     5.029 %   December 2015     (5.1 )
Georgia Power*
  $150 million   3-month LIBOR     4.133 — 6.00 %   February 2016     (1.3 )
Georgia Power**
  $400 million   Floating     2.35 — 3.85 %   December 2007     0.6  
Georgia Power
  $300 million   3-month LIBOR     4.58 — 5.75 %   July 2037     (10.0 )
Georgia Power
  $300 million   1-month LIBOR     2.6745 %   June 2007     0.2  
Savannah Electric
  $  14 million   BMA Index     2.502 %   December 2007     0.1  
Savannah Electric
  $  30 million   3-month LIBOR     4.686 %   May 2016     (0.6 )
 
*   Interest rate collar
 
**   Series of interest rate caps and collars with variable rate based on one-month LIBOR

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NOTES TO THE CONDENSED FINANCIAL STATEMENTS: (Continued)
      For the twelve month period ended June 30, 2006, the following table reflects the estimated pre-tax gains/(losses) that will be reclassified from Accumulated Other Comprehensive Income to Interest Expense.
         
    (in millions)
 
Alabama Power
  $ 4.8  
Georgia Power
    (2.1 )
Gulf Power
    (0.3 )
Savannah Electric
     
Southern Power
    (11.5 )
 
       
Southern Company
  $ (9.1 )
  (G)   See Note 2 to the financial statements of Southern Company, Alabama Power, Georgia Power, Gulf Power, Mississippi Power, and Savannah Electric in Item 8 of the Form 10-K. Components of the pension plans’ and postretirement plans’ net periodic costs for the three-month and six-month periods ending June 30, 2005 and 2004 are as follows (in millions):
                                                 
    Southern   Alabama   Georgia           Mississippi   Savannah
PENSION PLANS   Company   Power   Power   Gulf Power   Power   Electric
 
Three Months Ended June 30, 2005
                                               
 
                                               
Service cost
  $ 35     $ 8     $ 11     $ 2     $ 2     $ 1  
Interest cost
    72       19       27       3       3       1  
Expected return on plan assets
    (116 )     (35 )     (46 )     (5 )     (5 )     (1 )
Recognized net (gain)/loss
    3       1       1                    
Net amortization
    6       2       2                    
Net cost (income)
  $     $ (5 )   $ (5 )   $     $     $ 1  
 
                                               
Six Months Ended June 30, 2005
                                               
 
                                               
Service cost
  $ 71     $ 17     $ 23     $ 4     $ 3     $ 2  
Interest cost
    143       37       53       6       7       3  
Expected return on plan assets
    (231 )     (70 )     (92 )     (10 )     (9 )     (2 )
Recognized net (gain)/loss
    6       1       2                    
Net amortization
    11       4       3                    
Net cost (income)
  $     $ (11 )   $ (11 )   $     $ 1     $ 3  
 
                                               
Three Months Ended June 30, 2004
                                               
 
                                               
Service cost
  $ 32     $ 8     $ 10     $ 1     $ 2     $ 1  
Interest cost
    68       18       26       3       3       1  
Expected return on plan assets
    (113 )     (35 )     (45 )     (5 )     (5 )     (1 )
Recognized net (gain)/loss
    (1 )     (1 )     (1 )                  
Net amortization
    4       1       2                    
Net cost (income)
  $ (10 )   $ (9 )   $ (8 )   $ (1 )   $     $ 1  
 
                                               
Six Months Ended June 30, 2004
                                               
 
                                               
Service cost
  $ 64     $ 16     $ 20     $ 2     $ 4     $ 2  
Interest cost
    136       36       52       6       6       2  
Expected return on plan assets
    (226 )     (70 )     (90 )     (10 )     (10 )     (2 )
Recognized net (gain)/loss
    (2 )     (2 )     (2 )                  
Net amortization
    8       2       4                    
Net cost (income)
  $ (20 )   $ (18 )   $ (16 )   $ (2 )   $     $ 2  

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NOTES TO THE CONDENSED FINANCIAL STATEMENTS: (Continued)
                                                 
POSTRETIREMENT PLANS   Southern   Alabama   Georgia   Gulf   Mississippi   Savannah
    Company   Power   Power   Power   Power   Electric
 
Three Months Ended June 30, 2005
                                               
 
                                               
Service cost
  $ 7     $ 2     $ 3     $     $     $  
Interest cost
    24       7       10       1       1       1  
Expected return on plan assets
    (11 )     (4 )     (6 )                  
Net amortization
    10       3       5                    
Net cost (income)
  $ 30     $ 8     $ 12     $ 1     $ 1     $ 1  
 
                                               
Six Months Ended June 30, 2005
                                               
 
                                               
Service cost
  $ 14     $ 4     $ 5     $ 1     $ 1     $  
Interest cost
    48       13       21       2       2       1  
Expected return on plan assets
    (22 )     (8 )     (11 )     (1 )     (1 )      
Net amortization
    19       5       9             1       1  
Net cost (income)
  $ 59     $ 14     $ 24     $ 2     $ 3     $ 2  
 
                                               
Three Months Ended June 30, 2004
                                               
 
                                               
Service cost
  $ 7     $ 2     $ 2     $     $     $  
Interest cost
    24       6       11       1       1       1  
Expected return on plan assets
    (12 )     (4 )     (6 )                  
Net amortization
    9       2       5                    
Net cost (income)
  $ 28     $ 6     $ 12     $ 1     $ 1     $ 1  
 
                                               
Six Months Ended June 30, 2004
                                               
 
                                               
Service cost
  $ 14     $ 4     $ 4     $     $     $  
Interest cost
    48       12       22       2       2       2  
Expected return on plan assets
    (24 )     (8 )     (12 )                  
Net amortization
    18       4       10                    
Net cost (income)
  $ 56     $ 12     $ 24     $ 2     $ 2     $ 2  
  (H)   See Note 5 to the financial statements of Southern Company, Alabama Power, and Savannah Electric in Item 8 of the Form 10-K for information on each company’s effective income tax rate. In accordance with an Alabama PSC-approved accounting order to restore the natural disaster reserve, Alabama Power recorded a reduction in its income tax expense of approximately $27.7 million for the six months ended June 30, 2005. In addition, in connection with construction on the Plant McIntosh combined cycle units, Savannah Electric recorded an increase of approximately $0.5 million and $1.6 million in AFUDC equity, which is not taxable, for the three months and six months ended June 30, 2005, respectively. The impact of these entries caused a significant reduction in the effective income tax rate for the six months ended June 30, 2005 for each of Southern Company, Alabama Power, and Savannah Electric. On an annual basis, the effective income tax rate for 2005 is expected to be approximately 27% for Southern Company, 35% for Alabama Power, and 35% for Savannah Electric. For additional information on Alabama Power’s accounting order, see Note 3 to the financial statements of Southern Company and Alabama Power under “Gulf Power and Alabama Power Storm Damage Recovery” and “Natural Disaster Cost Recovery,” respectively, in Item 8 of the Form 10-K. For additional information on the Plant McIntosh construction, see Note 3 to the financial statements of Southern Company and Savannah Electric under “Plant McIntosh Construction Project” in Item 8 of the Form 10-K.

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NOTES TO THE CONDENSED FINANCIAL STATEMENTS: (Continued)
  (I)   Alabama Power fuel costs are recovered under Rate ECR (Energy Cost Recovery), which provides for the addition of a fuel and energy cost factor to base rates. In April 2005, this factor was increased from 1.518 cents per kilowatt-hour to 1.788 cents per kilowatt-hour, which should result in a 4.5% increase in annual retail revenues, or approximately $148 million. Alabama Power will continue to monitor the under recovered fuel cost balance to determine if an additional adjustment to billing rates should be requested from the Alabama PSC. Alabama Power’s under recovered fuel costs as of June 30, 2005 totaled $127.4 million. See 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 of the Form 10-K for additional information.
     See Note 1 to the financial statements of Southern Company and Alabama Power under “Nuclear Decommissioning” in Item 8 of the Form 10-K for information on Alabama Power’s external nuclear decommissioning trust funds (NDT). On May 12, 2005, Alabama Power received notice from the NRC renewing the licenses on both reactor units at Plant Farley for an additional 20 years. As a result of the license extension, amounts previously contributed to the NDT are currently projected to be adequate to meet the decommissioning obligations. Therefore, on June 23, 2005, the Alabama PSC approved Alabama Power’s request to suspend, effective January 1, 2005, the inclusion in its annual cost of service of $18 million in decommissioning costs and to also suspend the associated obligation to make semi-annual contributions to the NDT. Alabama Power will continue to provide site specific estimates of the decommissioning costs and related projections of funds in the NDT to the Alabama PSC and, if necessary, would seek the Alabama PSC’s approval to address any changes in a manner consistent with NRC and other applicable requirements. The approved suspension would not affect the transfer of internal reserves (less than $1 million annually) previously collected from customers prior to the establishment of the NDT over the remaining life of the licenses.
     On July 10, 2005, Hurricane Dennis impacted the Gulf Coast of Alabama and continued north through the state of Alabama, causing significant damage in parts of the service territory of Alabama Power. Approximately 241,000 of Alabama Power’s 1,390,000 customer accounts were without electrical service immediately after the hurricane. See Note 1 to the financial statements of Alabama Power under “Natural Disaster Reserve” in Item 8 of the Form 10-K for information on how Alabama Power maintains a reserve to cover uninsured expenses resulting from storms. The total operation and maintenance costs associated with repairing the damage to facilities and restoring service to customers are preliminarily estimated to be $30 million. The June 30, 2005 balance of $4.2 million in the natural disaster reserve is not sufficient to cover these costs. Alabama Power has requested clarification from the Alabama PSC concerning an October 2004 order that allows the natural disaster reserve to carry a negative balance and to defer such costs for recovery in future periods to be determined by the Alabama PSC. If this request is not approved, Alabama Power would be required to expense the costs in excess of the reserve balance in the third quarter of 2005.
     On July 28, 2005, Alabama Power filed two applications with the FERC for a new 50-year license for the Alabama Power’s 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 projects expire in 2007. 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. The FERC may grant relicenses subject to certain requirements that could result in additional costs to Alabama Power. The final outcome of this matter cannot be determined at this time.
  (J)   On May 17, 2005, the Georgia PSC voted to allow Georgia Power to increase customer fuel rates to recover estimated under-recovered fuel costs of approximately $508 million as of May 31, 2005 over the period from June 1, 2005 through May 31, 2009, as well as future projected fuel costs based on a June 2005 through May 2006 test period. The new fuel rate became effective June 1, 2005 and represents an

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NOTES TO THE CONDENSED FINANCIAL STATEMENTS: (Continued)
      average annual increase in revenues of approximately 9.5%, or approximately $473 million. Based on the order, a portion of the under-recovered regulatory clause revenues was reclassified from current assets to deferred charges and other assets on the balance sheet.
 
  (K)   See Note 3 to the financial statements of Southern Company and Gulf Power under “Gulf Power and Alabama Power Storm Damage Recovery” and “Retail Regulatory Matters,” respectively, in Item 8 of the Form 10-K for information on a Stipulation and Settlement filed with the Florida PSC to resolve all matters regarding the effects of Hurricane Ivan on Gulf Power’s reserve for property damage. The Florida PSC approved the Stipulation and Settlement as filed in March 2005 and Gulf Power began billing customers accordingly in April 2005. In connection with the Stipulation, Gulf Power has agreed that it will not seek any additional increase in its base rates and charges to become effective on or before March 1, 2007.
     On July 10, 2005, Hurricane Dennis impacted the Gulf Coast of Florida causing substantial damage in Gulf Power’s service territory. Approximately 242,000 of Gulf Power’s 405,000 customer accounts were without electrical service immediately after the hurricane struck. See Note 1 to the financial statements of Gulf Power under “Provision for Property Damage” in Item 8 of the Form 10-K for information on Gulf Power’s accrual to cover the cost of damages to its transmission and distribution lines from major storms and the cost of uninsured damages to its generation facilities and other property. Due to the damages incurred last year related to Hurricane Ivan, the accumulated reserve had a deficit balance of $42 million at June 30, 2005. The current preliminary estimate of Hurricane Dennis restoration costs are approximately $60 million. The established policy of the Florida PSC, as recently reaffirmed by its decisions following the 2004 hurricane experience of Florida’s investor owned electric utilities, provides for recovery of these costs through the mechanism of the property insurance reserve and, where necessary, through a special recovery surcharge. In 2005, the Florida legislature authorized securitized financing as an additional mechanism available to the Florida PSC and electric utilities in Florida for addressing the extraordinary costs associated with hurricanes. Based upon the additional costs related to Hurricane Dennis, this option, along with other alternatives, is being evaluated.
  (L)   On June 30, 2005, Mississippi Power issued $30 million of Series G 5.40% Senior Notes due July 1, 2035. The proceeds were used to purchase Treasury securities for the legal defeasance of $30 million principal amount of its First Mortgage Bonds, 6 7/8% Series. An irrevocable trust agreement was executed by Mississippi Power and the trustee for the bond holders under which the bonds will be redeemed in December 2005. As a result of this legal defeasance, there are no longer any first mortgage bond liens on Mississippi Power’s property and Mississippi Power no longer has to comply with the covenants and restrictions of the first mortgage bond indenture. The liability associated with the first mortgage bonds has been extinguished on Mississippi Power’s balance sheet since Mississippi Power has been legally released from being the primary obligor by the bondholders.
 
  (M)   On May 17, 2005, the Georgia PSC approved a new three-year retail rate plan for Savannah Electric ending May 31, 2008 (2005 Plan). Under the terms of the 2005 Plan, earnings will be evaluated against a retail return on common equity range of 9.75% to 11.75%. Two-thirds of any earnings above 11.75% will be applied to rate refunds with the remaining one-third retained by Savannah Electric. Retail base rates were increased by approximately $9.6 million, or 5.1%, on an annual basis effective in June 2005 to cover the cost of new generation and PPAs; higher operating and maintenance expenses; and continued investment in new transmission and distribution facilities to support growth and ensure reliability.
     Savannah Electric will not file for a general base rate increase unless its projected retail return on common equity falls below 9.75%. Savannah Electric is required to file a general rate case on November 30, 2007, in response to which the Georgia PSC would be expected to determine whether the rate plan should be continued, modified, or discontinued.

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NOTES TO THE CONDENSED FINANCIAL STATEMENTS: (Continued)
     Savannah Electric anticipates filing a request with the Georgia PSC in August 2005 to increase its fuel cost recovery rate in response to rising fuel costs and to recover its under-recovered fuel balance. The ultimate outcome of this matter cannot now be determined.
  (N)   See Notes 9 and 10 to the financial statements of Savannah Electric in Item 8 of the Form 10-K for information regarding Savannah Electric’s restatement of its financial statements for the three-month and six-month periods ended June 30, 2004 as the result of errors in the estimate of unbilled revenues for the period. A summary of the effects of those restatement adjustments for the three-month and six-month periods ended June 30, 2004 is as follows (in thousands):
                                 
     
    Three Months Ended   Six Months Ended
    June 30, 2004   June 30, 2004
    As Originally   As   As Originally   As
    Reported   Restated   Reported   Restated
     
Retail sales revenues
  $ 88,437     $ 87,516     $ 156,460     $ 155,025  
Total operating revenues
    92,070       91,149       164,905       163,470  
Operating income
    14,892       13,971       23,438       22,003  
Earnings before income taxes
    11,830       10,908       16,776       15,341  
Income taxes
    4,331       3,974       6,129       5,574  
Net income
    7,499       6,934       10,647       9,767  
Net income after dividends on preferred stock
    7,349       6,784       10,497       9,617  
Comprehensive income
    7,390       6,825       10,529       9,649  
 
  (O)   On June 7, 2005, Southern Power, through certain of its wholly-owned subsidiaries, acquired all of the outstanding general and limited partnership interests of Oleander Power Project, L.P. (Oleander) from Constellation Power, Inc. and certain other subsidiaries of Constellation Energy Group, Inc. The results of Oleander’s operations have been included in the financial statements since that date. Southern Power’s acquisition of the general and limited partnership interests in Oleander was pursuant to a Purchase and Sale Agreement dated April 8, 2005, for an aggregate purchase price of approximately $206 million, plus approximately $12 million of working capital and other adjustments. The total purchase price of $206 million was allocated to property, plant, and equipment, based on a preliminary assessment. Oleander owns a dual-fueled generating plant in Brevard County, Florida with a nominal installed capacity of 680 MW. The entire output of the plant is sold under separate PPAs with Florida Power & Light Company and Seminole Electric Cooperative, Inc. The PPAs expire in 2007 and 2009, respectively.
 
  (P)   On July 8, 2005, Southern Company GAS signed a letter of intent to negotiate the sale of substantially all of its assets to Cobb Electric Membership Corporation. At June 30, 2005, Southern Company GAS’ assets totaled $62.8 million. The proposed sale is subject to the negotiation of a definitive sale agreement and receipt of necessary regulatory or governmental approvals.
 
  (Q)   In May 2005, Southern Company completed the purchase from Ormat Nevada, Inc. and subsequent leaseback of the Puna Geothermal Facility, a 25 MW geothermal facility in Hilo, Hawaii. The cost of the facility was approximately $71 million. Southern Company’s net investment in the leveraged lease is approximately $30 million.

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NOTES TO THE CONDENSED FINANCIAL STATEMENTS: (Continued)
  (R)   Southern Company’s reportable business segment is the sale of electricity in the Southeast by the five retail operating companies and Southern Power. The “All Other” column includes parent Southern Company, which does not allocate operating expenses to business segments. Also, this category includes segments below the quantitative threshold for separate disclosure. These segments include investments in synthetic fuels and leveraged lease projects, telecommunications, energy-related services, and natural gas marketing. Southern Power’s revenues from sales to the retail operating companies were $109 million and $222 million for the three months and six months ended June 30, 2005, respectively, and $107 million and $194 million for the three months and six months ended June 30, 2004, respectively. All other intersegment revenues are not material. Financial data for business segments and products and services are as follows:
                                                         
    Electric Utilities            
    Retail                                    
    Operating                           All   Reconciling    
    Companies   Southern Power   Eliminations   Total   Other   Eliminations   Consolidated
                            (in millions)                        
Three Months Ended June 30, 2005:
                                                       
Operating revenues
  $ 3,026     $ 149     $ (126 )   $ 3,049     $ 127     $ (31 )   $ 3,145  
Segment net income (loss)
    332       25             357       29       1       387  
Six Months Ended June 30, 2005:
                                                       
Operating revenues
  $ 5,723     $ 302     $ (259 )   $ 5,766     $ 300       (57 )   $ 6,009  
Segment net income (loss)
    598       48             646       64             710  
Total assets at June 30, 2005
  $ 34,391     $ 2,290     $ (113 )   $ 36,568     $ 1,899     $ (397 )   $ 38,070  
 
 
                                                       
Three Months Ended June 30, 2004:
                                                       
Operating revenues
  $ 2,869     $ 182     $ (135 )   $ 2,916     $ 119     $ (26 )   $ 3,009  
Segment net income (loss)
    308       23             331       21             352  
Six Months Ended June 30, 2004:
                                                       
Operating revenues
  $ 5,411     $ 358     $ (265 )   $ 5,504     $ 292     $ (55 )   $ 5,741  
Segment net income (loss)
    580       50             630       54       (1 )     683  
Total assets at December 31, 2004
  $ 33,524     $ 2,067     $ (103 )   $ 35,488     $ 1,996     $ (522 )   $ 36,962  
 
Products and Services
                                   
      Electric Utilities Revenues
Period     Retail   Wholesale   Other   Total
      (in millions)
                               
Three Months Ended June 30, 2005
  $ 2,555     $ 385     $ 109     $ 3,049  
Three Months Ended June 30, 2004
    2,478       344       94       2,916  
 
                               
Six Months Ended June 30, 2005
  $ 4,824     $ 732     $ 210     $ 5,766  
Six Months Ended June 30, 2004
    4,622       695       187       5,504  
 

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PART II — OTHER INFORMATION
Item 1. Legal Proceedings.
See the Notes to the Condensed Financial Statements herein for information regarding certain legal and administrative proceedings in which Southern Company and its reporting subsidiaries are involved.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
                                 
                            Maximum Approximate
                    Total Number of   Dollar Value of
                    Shares Purchased as   Shares that May Yet
    Total Number of           Part of Publicly   Be Purchased Under
    Shares   Average Price   Announced Plans or   the Plans or
2005   Purchased (a)   Paid Per Share   Programs   Programs (a)
 
April 1 - April 30
                      N/A  
 
                               
May 1 - May 31
                      N/A  
 
                               
June 1 - June 30
    1,813,637     $ 34.34       1,813,637       N/A  
 
Total
    1,813,637     $ 34.34       1,813,637       N/A  
 
(a)   In fiscal year 2004, Southern Company announced that it planned to engage an agent in fiscal year 2005 to repurchase shares of its common stock to offset shares issued in connection with the exercise of stock options under the Southern Omnibus Incentive Compensation Plan (Omnibus Plan). In May 2005, Southern Company engaged an agent to (i) begin repurchasing shares of Southern Company common stock to offset the 6,273,876 shares of common stock issued from January 2005 through May 2005 in connection with the exercise of stock options under the Omnibus Plan and (ii) repurchase shares of Southern Company common stock on an ongoing basis to offset additional shares issued in connection with the exercise of stock options under the Omnibus Plan. Southern Company has engaged the agent to effect such repurchases through December 31, 2007.

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Item 4. Submission of Matters to a Vote of Security Holders.
Southern Company
Southern Company held its annual meeting of shareholders on May 25, 2005. Each nominee for director of Southern Company received the requisite plurality of votes for election. The vote tabulation was as follows:
                 
Nominees   Shares For   Shares Withhold Vote
Daniel P. Amos     574,671,959       9,594,420  
Dorrit J. Bern     574,668,187       9,598,192  
Francis S. Blake     547,962,884       36,303,495  
Thomas F. Chapman     548,131,611       36,134,768  
Bruce S. Gordon     572,993,728       11,272,651  
Donald M. James     547,558,282       36,708,097  
Zack T. Pate     575,144,117       9,122,262  
J. Neal Purcell     575,196,783       9,069,596  
David M. Ratcliffe     572,030,009       12,236,370  
Gerald J. St. Pé     574,874,447       9,391,932  
In addition, at the annual meeting, shareholders were asked to vote for the ratification of the appointment of auditors. The vote tabulation was 574,810,937 shares for, 3,750,791 shares against, and 5,704,651 shares abstaining. As a result of this vote the audit appointment was ratified. Shareholders were also entitled to vote on the shareholder proposal on political contributions report. The vote tabulation was 51,903,882 shares for, 343,179,489 shares against, and 39,526,361 shares abstaining. As a result of this vote, the shareholder proposal on political contributions report was not approved.
Alabama Power
Alabama Power held its annual meeting of common shareholders and preferred shareholders on April 22, 2005, and the following persons were elected to serve as directors of Alabama Power:
         
 
  Whit Armstrong   Charles D. McCrary
 
  David J. Cooper, Sr.   Malcolm Portera
 
  R. Kent Henslee   Robert D. Powers
 
  John D. Johns   David M. Ratcliffe
 
  Carl E. Jones, Jr.   C. Dowd Ritter
 
  Patricia M. King   James H. Sanford
 
  James K. Lowder   John C. Webb, IV
 
  Wallace D. Malone, Jr.   James W. Wright
All 8,250,000 of the shares of Alabama Power’s common stock outstanding on the record date were owned by Southern Company and were voted in favor of the nominees for directors. None of the shares of preferred stock or Class A preferred stock were voted.

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Item 4.
  Submission of Matters to a Vote of Security Holders. (Continued)
 
   
 
  Georgia Power
 
   
 
  Georgia Power held its annual meeting of common shareholders and preferred shareholders on May 18, 2005 and the following persons were elected to serve as directors of Georgia Power:
     
Juanita Powell Baranco
  David M. Ratcliffe
Robert L. Brown, Jr.
  D. Gary Thompson
Ronald D. Brown
  Richard W. Ussery
Anna R. Cablik
  William Jerry Vereen
Michael D. Garrett
  E. Jenner Wood, III
     
 
  All of the 7,761,500 outstanding shares of Georgia Power’s common stock are owned by Southern Company and were voted in favor of the nominees for directors. Ten shares of preferred stock were voted in favor of the nominees for directors.
 
   
 
  Gulf Power
 
   
 
  Gulf Power held its annual meeting of common shareholders and preferred shareholders on May 18, 2005 and the following persons were elected to serve as directors of Gulf Power:
     
C. LeDon Anchors
  William A. Pullum
William C. Cramer, Jr.
  Winston E. Scott
Fred C. Donovan, Sr.
  Susan N. Story
     
 
  All of the 992,717 outstanding shares of Gulf Power’s common stock are owned by Southern Company and were voted in favor of the nominees for directors. None of the shares of preferred stock were voted.
 
   
 
  Mississippi Power
 
   
 
  Mississippi Power held its annual meeting of common shareholders and preferred shareholders on May 18, 2005 and the following persons were elected to serve as directors of Mississippi Power:
     
Tommy E. Dulaney
  Philip J. Terrell
Warren A. Hood, Jr.
  Anthony J. Topazi
Robert C. Khayat
  N. Eugene Warr
George A. Schloegel
   
     
 
  All of the 1,121,000 outstanding shares of Mississippi Power’s common stock are owned by Southern Company and were voted in favor of the nominees for directors. None of the shares of preferred stock were voted.

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Item 4.
  Submission of Matters to a Vote of Security Holders. (Continued)
 
   
 
  Savannah Electric
 
   
 
  By written consent, in lieu of the annual meeting of stockholders of Savannah Electric, effective April 29, 2005, the following persons were elected to serve as directors of Savannah Electric:
     
Gus H. Bell, III
  Anthony R. James
Archie H. Davis
  Robert B. Miller, III
Walter D. Gnann
  Arnold M. Tenenbaum
     
 
  All of the 10,844,635 outstanding shares of Savannah Electric’s common stock are owned by Southern Company and were voted in favor of the nominees for directors.
 
   
 
  Southern Power
 
   
 
  By written consent, in lieu of the annual meeting of stockholders of Southern Power, effective January 5, 2005, the number of directors constituting the board of directors was set at six and the following persons were elected to serve as directors of Southern Power:
     
W. Paul Bowers
  Charles D. McCrary
Thomas A. Fanning
  David M. Ratcliffe
Michael D. Garrett
   
     
 
  All of the 1,000 outstanding shares of Southern Power’s common stock are owned by Southern Company and were voted in favor of the nominees for directors.
     
Item 6.
  Exhibits.
 
   
(10)
  Material Contracts
 
   
 
  Southern Power
             
 
  (g) 1   -   Multi-Year Credit Agreement among Southern Power, Citibank N.A., as the administrative agent, and the lenders listed therein dated as of June 10, 2005.
 
           
 
  (g) 2   -   Purchase and Sale Agreement, by and between CP Oleander, LP and CP Oleander I, Inc., as Sellers, Constellation Power, Inc. and SP Newco I LLC and SP Newco II LLC, as Purchasers, and Southern Power, as Purchaser’s Parent, for the Sale of Partnership Interests of Oleander Power Project, LP, dated as of April 8, 2005. (Designated in Form 8-K dated June 7, 2005, File No. 333-98553, as Exhibit 2.1 and incorporated herein by reference.)
     
(24)
  Power of Attorney and Resolutions
 
   
 
  Southern Company
             
 
  (a)1   -   Power of Attorney and resolution. (Designated in the Form 10-K for the year ended December 31, 2004, File No. 1-3526 as Exhibit 24(a) and incorporated herein by reference.)

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Item 6.
  Exhibits. (continued)
 
   
 
  Alabama Power
             
 
  (b)1   -   Power of Attorney and resolution. (Designated in the Form 10-K for the year ended December 31, 2004, File No. 1-3164 as Exhibit 24(b) and incorporated herein by reference.)
     
 
  Georgia Power
             
 
  (c)1   -   Power of Attorney and resolution. (Designated in the Form 10-K for the year ended December 31, 2004, File No. 1-6468 as Exhibit 24(c) and incorporated herein by reference.)
 
           
 
  (c)2   -   Power of Attorney for Cliff S. Thrasher. (Designated in the Form 10-Q for the quarter ended March 31, 2005, File No. 1-6468 as Exhibit 24(c)2 and incorporated herein by reference.)
     
 
  Gulf Power
             
 
  (d)1   -   Power of Attorney and resolution. (Designated in the Form 10-K for the year ended December 31, 2004, File No. 0-2429 as Exhibit 24(d) and incorporated herein by reference.)
     
 
  Mississippi Power
             
 
  (e)1   -   Power of Attorney and resolution. (Designated in the Form 10-K for the year ended December 31, 2004, File No. 001-11229 as Exhibit 24(e) and incorporated herein by reference.)
     
 
  Savannah Electric
             
 
  (f)1   -   Power of Attorney and resolution. (Designated in the Form 10-K for the year ended December 31, 2004, File No. 1-5072 as Exhibit 24(f) and incorporated herein by reference.)
     
 
  Southern Power
             
 
  (g)1   -   Power of Attorney and resolution. (Designated in the Form 10-K for the year ended December 31, 2004, File No. 333-98553 as Exhibit 24(g) and incorporated herein by reference.)
 
           
 
  (g)2   -   Power of Attorney for Ronnie L. Bates. (Designated in the Form 10-Q the quarter ended March 31, 2005, File No. 333-98553 as Exhibit 24(g)2 and incorporated herein by reference.)
 
           
 
  (g)3   -   Power of Attorney for Michael W. Southern. (Designated in the Form 10-Q the quarter ended March 31, 2005, File No. 333-98553 as Exhibit 24(g)3 and incorporated herein by reference.)

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Item 6.
  Exhibits. (continued)
 
   
(31)
  Section 302 Certifications
 
   
 
  Southern Company
             
 
  (a)1   -   Certificate of Southern Company’s Chief Executive Officer required by Section 302 of the Sarbanes-Oxley Act of 2002.
 
           
 
  (a)2   -   Certificate of Southern Company’s Chief Financial Officer required by Section 302 of the Sarbanes-Oxley Act of 2002.
     
 
  Alabama Power
             
 
  (b)1   -   Certificate of Alabama Power’s Chief Executive Officer required by Section 302 of the Sarbanes-Oxley Act of 2002.
 
           
 
  (b)2   -   Certificate of Alabama Power’s Chief Financial Officer required by Section 302 of the Sarbanes-Oxley Act of 2002.
     
 
  Georgia Power
             
 
  (c)1   -   Certificate of Georgia Power’s Chief Executive Officer required by Section 302 of the Sarbanes-Oxley Act of 2002.
 
           
 
  (c)2   -   Certificate of Georgia Power’s Chief Financial Officer required by Section 302 of the Sarbanes-Oxley Act of 2002.
     
 
  Gulf Power
             
 
  (d)1   -   Certificate of Gulf Power’s Chief Executive Officer required by Section 302 of the Sarbanes-Oxley Act of 2002.
 
           
 
  (d)2   -   Certificate of Gulf Power’s Chief Financial Officer required by Section 302 of the Sarbanes-Oxley Act of 2002.
     
 
  Mississippi Power
             
 
  (e)1   -   Certificate of Mississippi Power’s Chief Executive Officer required by Section 302 of the Sarbanes-Oxley Act of 2002.
 
           
 
  (e)2   -   Certificate of Mississippi Power’s Chief Financial Officer required by Section 302 of the Sarbanes-Oxley Act of 2002.

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

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

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THE SOUTHERN COMPANY
SIGNATURES
     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. The signature of the undersigned company shall be deemed to relate only to matters having reference to such company and any subsidiaries thereof.
         
 
  THE SOUTHERN COMPANY
 
       
By
  David M. Ratcliffe    
 
  Chairman and Chief Executive Officer
 
  (Principal Executive Officer)    
 
       
By
  Thomas A. Fanning    
 
  Executive Vice President, Chief Financial Officer and Treasurer
 
  (Principal Financial Officer)    
 
       
By
  /s/ Wayne Boston    
 
       
 
  (Wayne Boston, Attorney-in-fact)    
Date: August 3, 2005          

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ALABAMA POWER COMPANY
SIGNATURES
     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. The signature of the undersigned company shall be deemed to relate only to matters having reference to such company and any subsidiaries thereof.
         
 
  ALABAMA POWER COMPANY    
 
       
By
  Charles D. McCrary    
 
  President and Chief Executive Officer
 
  (Principal Executive Officer)    
 
       
By
  Art P. Beattie    
 
  Executive Vice President, Chief Financial Officer and Treasurer
 
  (Principal Financial Officer)    
 
       
By
  /s/ Wayne Boston    
 
       
 
  (Wayne Boston, Attorney-in-fact)    
Date: August 3, 2005          

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GEORGIA POWER COMPANY
SIGNATURES
     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. The signature of the undersigned company shall be deemed to relate only to matters having reference to such company and any subsidiaries thereof.
         
 
  GEORGIA POWER COMPANY    
 
       
By
  Michael D. Garrett    
 
  President and Chief Executive Officer
 
  (Principal Executive Officer)    
 
       
By
  Cliff S. Thrasher    
 
  Executive Vice President, Chief Financial Officer and Treasurer
 
  (Principal Financial Officer)    
 
       
By
  /s/ Wayne Boston    
 
       
 
  (Wayne Boston, Attorney-in-fact)    
Date: August 3, 2005          

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GULF POWER COMPANY
SIGNATURES
     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. The signature of the undersigned company shall be deemed to relate only to matters having reference to such company and any subsidiaries thereof.
         
 
  GULF POWER COMPANY    
 
       
By
  Susan N. Story    
 
  President and Chief Executive Officer
 
  (Principal Executive Officer)    
 
       
By
  Ronnie R. Labrato    
 
  Vice President, Chief Financial Officer and Comptroller
 
  (Principal Financial and Accounting Officer)    
 
       
By
  /s/ Wayne Boston    
 
       
 
  (Wayne Boston, Attorney-in-fact)    
Date: August 3, 2005          

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MISSISSIPPI POWER COMPANY
SIGNATURES
     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. The signature of the undersigned company shall be deemed to relate only to matters having reference to such company and any subsidiaries thereof.
         
 
  MISSISSIPPI POWER COMPANY    
 
       
By
  Anthony J. Topazi    
 
  President and Chief Executive Officer
 
  (Principal Executive Officer)    
 
       
By
  Frances V. Turnage    
 
  Vice President, Chief Financial Officer and Treasurer
 
  (Principal Financial Officer)    
 
       
By
  /s/ Wayne Boston    
 
       
 
  (Wayne Boston, Attorney-in-fact)
Date: August 3, 2005          

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SAVANNAH ELECTRIC AND POWER COMPANY
SIGNATURES
     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. The signature of the undersigned company shall be deemed to relate only to matters having reference to such company and any subsidiaries thereof.
         
 
  SAVANNAH ELECTRIC AND POWER COMPANY
 
       
By
  A. R. James    
 
  President and Chief Executive Officer
 
  (Principal Executive Officer)    
 
       
By
  Kirby R. Willis    
 
  Vice President, Treasurer, Chief Financial
 
  Officer and Assistant Corporate Secretary    
 
  (Principal Financial and Accounting Officer)
 
       
By
  /s/ Wayne Boston    
 
       
 
  (Wayne Boston, Attorney-in-fact)    
Date: August 3, 2005          

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SOUTHERN POWER COMPANY
SIGNATURES
     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. The signature of the undersigned company shall be deemed to relate only to matters having reference to such company and any subsidiaries thereof.
         
 
  SOUTHERN POWER COMPANY
 
       
By
  Ronnie L. Bates    
 
  President and Chief Executive Officer
 
  (Principal Executive Officer)    
 
       
By
  Michael W. Southern    
 
  Senior Vice President and Chief Financial Officer
 
  (Principal Financial Officer)    
 
       
By
  /s/ Wayne Boston    
 
       
 
  (Wayne Boston, Attorney-in-fact)    
Date: August 3, 2005          

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