=============================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------ FORM 10-Q (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarter Ended March 31, 2002 OR ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from _____to_____ Commission Registrant, State of Incorporation, I.R.S. Employer File Number Address and Telephone Number Identification No. 1-3526 The Southern Company 58-0690070 (A Delaware Corporation) 270 Peachtree Street, N.W. Atlanta, Georgia 30303 (404) 506-5000 1-3164 Alabama Power Company 63-0004250 (An Alabama Corporation) 600 North 18th Street Birmingham, Alabama 35291 (205) 257-1000 1-6468 Georgia Power Company 58-0257110 (A Georgia Corporation) 241 Ralph McGill Boulevard, N.E. Atlanta, Georgia 30308 (404) 506-6526 0-2429 Gulf Power Company 59-0276810 (A Maine Corporation) One Energy Place Pensacola, Florida 32520 (850) 444-6111 001-11229 Mississippi Power Company 64-0205820 (A Mississippi Corporation) 2992 West Beach Gulfport, Mississippi 39501 (228) 864-1211 1-5072 Savannah Electric and Power Company 58-0418070 (A Georgia Corporation) 600 East Bay Street Savannah, Georgia 31401 (912) 644-7171 ==================================== ========================================
Indicate by check mark whether the registrants (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days. Yes X No____ <TABLE> <CAPTION> Description of Shares Outstanding Registrant Common Stock at April 30, 2002 <S> <C> <C> The Southern Company Par Value $5 Per Share 704,486,641 Alabama Power Company Par Value $40 Per Share 6,000,000 Georgia Power Company No Par Value 7,761,500 Gulf Power Company No Par Value 992,717 Mississippi Power Company Without Par Value 1,121,000 Savannah Electric and Power Company Par Value $5 Per Share 10,844,635 This combined Form 10-Q is separately filed by The Southern Company, Alabama Power Company, Georgia Power Company, Gulf Power Company, Mississippi Power Company and Savannah Electric and Power Company. Information contained herein relating to any individual company is filed by such company on its own behalf. Each company makes no representation as to information relating to the other companies. </TABLE> 2
<TABLE> <CAPTION> INDEX TO QUARTERLY REPORT ON FORM 10-Q March 31, 2002 Page Number <S> <C> DEFINITIONS........................................................................................................ 4 PART I - FINANCIAL INFORMATION Item 1. Financial Statements (Unaudited) Item 2. Management's Discussion and Analysis of Results of Operations and Financial Condition The Southern Company and Subsidiary Companies Condensed Consolidated Statements of Income........................................................ 7 Condensed Consolidated Statements of Cash Flows.................................................... 8 Condensed Consolidated Balance Sheets.............................................................. 9 Condensed Consolidated Statements of Comprehensive Income and Accumulated Other Comprehensive Income.......................................................... 11 Management's Discussion and Analysis of Results of Operations and Financial Condition.............. 12 Alabama Power Company Condensed Statements of Income..................................................................... 20 Condensed Statements of Cash Flows................................................................. 21 Condensed Balance Sheets........................................................................... 22 Management's Discussion and Analysis of Results of Operations and Financial Condition.............. 24 Georgia Power Company Condensed Statements of Income..................................................................... 30 Condensed Statements of Cash Flows................................................................. 31 Condensed Balance Sheets........................................................................... 32 Condensed Statements of Comprehensive Income and Accumulated Other Comprehensive Income..................................................................... 34 Management's Discussion and Analysis of Results of Operations and Financial Condition.............. 35 Gulf Power Company Condensed Statements of Income..................................................................... 41 Condensed Statements of Cash Flows................................................................. 42 Condensed Balance Sheets........................................................................... 43 Management's Discussion and Analysis of Results of Operations and Financial Condition.............. 45 Mississippi Power Company Condensed Statements of Income..................................................................... 51 Condensed Statements of Cash Flows................................................................. 52 Condensed Balance Sheets........................................................................... 53 Management's Discussion and Analysis of Results of Operations and Financial Condition.............. 55 Savannah Electric and Power Company Condensed Statements of Income..................................................................... 62 Condensed Statements of Cash Flows................................................................. 63 Condensed Balance Sheets........................................................................... 64 Management's Discussion and Analysis of Results of Operations and Financial Condition.............. 66 Notes to the Condensed Financial Statements........................................................... 71 Item 3. Quantitative and Qualitative Disclosures about Market Risk............................................ 18 PART II - OTHER INFORMATION Item 1. Legal Proceedings......................................................................................... 76 Item 2. Changes in Securities and Use of Proceeds................................................................. Inapplicable Item 3. Defaults Upon Senior Securities........................................................................... Inapplicable Item 4. Submission of Matters to a Vote of Security Holders....................................................... Inapplicable Item 5. Other Information......................................................................................... Inapplicable Item 6. Exhibits and Reports on Form 8-K.......................................................................... 76 Signatures ............................................................................................... 77 </TABLE> 3
<TABLE> <CAPTION> DEFINITIONS TERM MEANING <S> <C> ALABAMA..................................... Alabama Power Company Clean Air Act .............................. Clean Air Act Amendments of 1990 ECO Plan.................................... Environmental Compliance Overview Plan Energy Act.................................. Energy Policy Act of 1992 EPA......................................... U. S. Environmental Protection Agency FASB........................................ Financial Accounting Standards Board FERC........................................ Federal Energy Regulatory Commission Form 10-K................................... Combined Annual Report on Form 10-K of SOUTHERN, ALABAMA, GEORGIA, GULF, MISSISSIPPI and SAVANNAH for the year ended December 31, 2001 GEORGIA..................................... Georgia Power Company GULF........................................ Gulf Power Company ISA......................................... Independent System Administrator Mirant...................................... Mirant Corporation MISSISSIPPI................................. Mississippi Power Company Mobile Energy............................... Mobile Energy Services Company, L.L.C. and Mobile Energy Services Holdings, Inc. operating companies......................... ALABAMA, GEORGIA, GULF, MISSISSIPPI and SAVANNAH PEP......................................... Performance Evaluation Plan PSC......................................... Public Service Commission RTO......................................... Regional Transmission Organization SAVANNAH.................................... Savannah Electric and Power Company SCS......................................... Southern Company Services, Inc. SEC......................................... Securities and Exchange CommissionSOUTHERN The Southern Company Southern Power.............................. Southern Power Company SOUTHERN system............................. SOUTHERN, the operating companies and other subsidiaries TVA......................................... Tennessee Valley Authority </TABLE> 4
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION This Quarterly Report on Form 10-Q contains forward-looking and historical information. In some cases, forward-looking statements can be identified by terminology such as "may," "will," "could," "should," "expects," "plans," "anticipates," "believes," "estimates," "projects," "predicts," "potential" or "continue" or the negative of these terms or other comparable terminology. SOUTHERN cautions that there are various important factors that could cause actual results to differ materially from those indicated in the forward-looking statements; accordingly, there can be no assurance that such indicated results will be realized. These factors include the impact of recent and future federal and state regulatory change, including legislative and regulatory initiatives regarding deregulation and restructuring of the electric utility industry and also changes in environmental and other laws and regulations to which SOUTHERN and its subsidiaries are subject, as well as changes in application of existing laws and regulations; current and future litigation, including the pending EPA civil action against certain SOUTHERN subsidiaries and the race discrimination litigation against certain SOUTHERN subsidiaries; the effect, extent and timing of the entry of additional competition in the markets in which SOUTHERN's subsidiaries operate; the impact of fluctuations in commodity prices, interest rates, and customer demand; state and federal rate regulations; political, legal, and economic conditions and developments in the United States; the performance of projects undertaken by the non-traditional business and the success of efforts to invest in and develop new opportunities; internal restructuring or other restructuring options that may be pursued; potential business strategies, including acquisitions or dispositions of assets or business, which cannot be assured to be completed or beneficial to SOUTHERN or its subsidiaries; the effects of, and changes in, economic conditions in the areas in which SOUTHERN's subsidiaries operate; the direct and indirect effects on SOUTHERN's business resulting from the terrorist incidents on September 11, 2001, or any similar such incidents or responses to such incidents; financial market conditions and the results of financing efforts; the timing and acceptance of SOUTHERN's new product and service offerings; the ability of SOUTHERN to obtain additional generating capacity at competitive prices; weather and other natural phenomena; and other factors discussed elsewhere herein and in other reports (including the Form 10-K) filed from time to time with the SEC. 5 .
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES 6
<TABLE> <CAPTION> THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) For the Three Months Ended March 31, 2002 2001 ----------------------------------- (in thousands) Operating Revenues: <S> <C> <C> Retail sales $1,843,719 $1,885,745 Sales for resale 232,679 260,046 Other revenues 137,190 123,727 ---------------- ----------------- Total operating revenues 2,213,588 2,269,518 ---------------- ----------------- Operating Expenses: Fuel 574,193 607,481 Purchased power 67,617 114,026 Other operations 445,252 405,431 Maintenance 228,790 225,857 Depreciation and amortization 240,389 303,666 Taxes other than income taxes 139,847 137,309 ---------------- ----------------- Total operating expenses 1,696,088 1,793,770 ---------------- ----------------- Operating Income 517,500 475,748 Other Income: Interest income 4,803 5,810 Equity in losses of unconsolidated subsidiaries (15,904) (2,697) Other, net 1,734 2,604 ---------------- ----------------- Earnings From Continuing Operations Before Interest and Income Taxes 508,133 481,465 ---------------- ----------------- Interest and Other: Interest expense, net 120,553 145,732 Distributions on capital and preferred securities of subsidiaries 42,527 42,241 Preferred dividends of subsidiaries 4,381 4,805 ---------------- ----------------- Total interest and other 167,461 192,778 ---------------- ----------------- Earnings From Continuing Operations Before Income Taxes 340,672 288,687 Income taxes 116,386 109,944 ---------------- ----------------- Earnings From Continuing Operations Before Cumulative Effect of Accounting Change 224,286 178,743 Cumulative effect of accounting change -- less income taxes of $477 - 770 ---------------- ----------------- Earnings From Continuing Operations 224,286 179,513 Earnings from discontinued operations, net of income taxes of $91,752 for the three months ended 2001 - 140,032 ---------------- ----------------- Consolidated Net Income $224,286 $319,545 ================ ================= Common Stock Data: Basic earnings per share of common stock -- Earnings per share from continuing operations $0.32 $0.26 Earnings per share from discontinued operations $0.00 $0.21 ---------------- ----------------- Consolidated Basic Earnings Per Share $0.32 $0.47 ================ ================= Diluted earnings per share of common stock -- Earnings per share from continuing operations $0.32 $0.26 Earnings per share from discontinued operations $0.00 $0.21 ---------------- ----------------- Consolidated Diluted Earnings Per Share $0.32 $0.47 ================ ================= Average number of basic shares of common stock outstanding (in thousands) 701,012 682,575 Average number of diluted shares of common stock outstanding (in thousands) 706,298 684,968 Cash dividends paid per share of common stock $0.335 $0.335 The accompanying notes as they relate to SOUTHERN are an integral part of these statements. </TABLE> 7
<TABLE> <CAPTION> THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) For the Three Months Ended March 31, 2002 2001 --------------------------------- (in thousands) Operating Activities: <S> <C> <C> Consolidated net income $224,286 $319,545 Adjustments to reconcile consolidated net income to net cash provided from operating activities -- Less income from discontinued operations - 140,032 Depreciation and amortization 274,523 327,793 Deferred income taxes and investment tax credits (15,219) (30,355) Equity in losses of unconsolidated subsidiaries 16,881 2,697 Other, net 10,364 (344,997) Changes in certain current assets and liabilities -- Receivables, net 196,907 324,046 Fossil fuel stock (235) (134,413) Materials and supplies 6,779 533 Accounts payable (143,787) (209,598) Other (125,517) 6,176 --------------- ----------------- Net cash provided from operating activities of continuing operations 444,982 121,395 --------------- ----------------- Investing Activities: Gross property additions (680,155) (670,183) Other (100,705) (76,900) --------------- ----------------- Net cash used for investing activities of continuing operations (780,860) (747,083) --------------- ----------------- Financing Activities: Increase (decrease) in notes payable, net (85,020) 197,365 Proceeds -- Other long-term debt 842,972 458,582 Capital and preferred securities 35,000 - Common stock 125,882 87,880 Redemptions -- First mortgage bonds (6,794) (200,000) Other long-term debt (397,075) (6,145) Payment of common stock dividends (234,272) (228,320) Other (2,744) (5,777) --------------- ----------------- Net cash provided from financing activities of continuing operations 277,949 303,585 --------------- ----------------- Cash provided by discontinued operations - 302,668 --------------- ----------------- Net Decrease in Cash and Cash Equivalents (57,929) (19,435) Cash and Cash Equivalents at Beginning of Period 354,015 199,191 --------------- ----------------- Cash and Cash Equivalents at End of Period $296,086 $179,756 =============== ================= Supplemental Cash Flow Information From Continuing Operations: Cash paid during the period for -- Interest (net of amount capitalized) $82,315 $144,450 Income taxes (net of refunds) $57,638 ($4,069) The accompanying notes as they relate to SOUTHERN are an integral part of these statements. </TABLE> 8
<TABLE> <CAPTION> THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) At March 31, At December 31, Assets 2002 2001 - ------ -------------------------------------- (in thousands) Current Assets: <S> <C> <C> Cash and cash equivalents $ 296,086 $ 354,015 Receivables, less accumulated provisions for uncollectible accounts of $23,995 at March 31, 2002 and $24,383 at December 31, 2001 1,053,248 1,146,263 Under recovered retail fuel clause revenue 167,889 280,003 Fossil fuel stock, at average cost 394,692 394,457 Materials and supplies, at average cost 543,438 550,217 Other 294,823 231,425 ----------------- ------------------- Total current assets 2,750,176 2,956,380 ----------------- ------------------- Property, Plant, and Equipment: In service 36,009,565 35,813,369 Less accumulated depreciation 15,230,450 15,020,415 ----------------- ------------------- 20,779,115 20,792,954 Nuclear fuel, at amortized cost 191,837 201,548 Construction work in progress 2,513,586 2,089,259 ----------------- ------------------- Property, plant, and equipment 23,484,538 23,083,761 ----------------- ------------------- Other Property and Investments: Nuclear decommissioning trusts, at fair value 698,652 681,688 Leveraged leases 670,009 655,308 Other 219,171 193,055 ----------------- ------------------- Total other property and investments 1,587,832 1,530,051 ----------------- ------------------- Deferred Charges and Other Assets: Deferred charges related to income taxes 917,401 924,139 Prepaid pension costs 675,179 641,099 Debt expense, being amortized 102,109 102,768 Premium on reacquired debt, being amortized 274,277 279,800 Other 405,492 389,867 ----------------- ------------------- Total deferred charges and other assets 2,374,458 2,337,673 ----------------- ------------------- Total Assets $30,197,004 $29,907,865 ================= =================== The accompanying notes as they relate to SOUTHERN are an integral part of these statements. </TABLE> 9
<TABLE> <CAPTION> THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) At March 31, At December 31, Liabilities and Stockholders' Equity 2002 2001 - ------------------------------------ ------------------------------------- (in thousands) Current Liabilities: <S> <C> <C> Securities due within one year $ 267,547 $ 428,671 Notes payable 1,817,292 1,902,312 Accounts payable 649,472 833,860 Customer deposits 158,303 152,579 Taxes accrued -- Income taxes 221,119 159,764 Other 117,784 193,735 Interest accrued 174,307 117,959 Vacation pay accrued 124,317 124,608 Other 362,810 473,369 ---------------- ------------------- Total current liabilities 3,892,951 4,386,857 ---------------- ------------------- Long-term debt 8,931,746 8,296,878 ---------------- ------------------- Deferred Credits and Other Liabilities: Accumulated deferred income taxes 4,092,707 4,097,403 Deferred credits related to income taxes 488,833 500,151 Accumulated deferred investment tax credits 627,153 634,020 Employee benefits provisions 543,040 532,515 Prepaid capacity revenues 39,099 40,730 Other 831,223 790,961 ---------------- ------------------- Total deferred credits and other liabilities 6,622,055 6,595,780 ---------------- ------------------- Company or subsidiary obligated mandatorily redeemable capital and preferred securities 2,276,250 2,276,250 ---------------- ------------------- Cumulative preferred stock of subsidiaries 368,126 368,126 ---------------- ------------------- Common Stockholders' Equity: Common stock, par value $5 per share -- Authorized -- 1 billion shares Issued -- March 31, 2002: 703,544,184 shares; -- December 31, 2001: 700,622,308 shares 3,517,721 3,503,112 Paid-in capital 76,718 14,380 Treasury, at cost -- March 31, 2002: 96,236 shares; -- December 31, 2001: 2,278,240 shares (1,961) (57,309) Retained earnings 4,500,140 4,516,642 Accumulated other comprehensive income 13,258 7,149 ---------------- ------------------- Total common stockholders' equity 8,105,876 7,983,974 ---------------- ------------------- Total Liabilities and Stockholders' Equity $30,197,004 $29,907,865 ================ =================== The accompanying notes as they relate to SOUTHERN are an integral part of these statements. </TABLE> 10
<TABLE> <CAPTION> THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED) For the Three Months Ended March 31, --------------------------------- 2002 2001 --------------------------------- (in thousands) <S> <C> <C> Consolidated net income $ 224,286 $ 319,545 Other comprehensive income - continuing operations: Change in fair value of marketable securities (140) 315 Cumulative effect of accounting change for qualifying hedges, net of tax of $180 - 286 Changes in fair value of qualifying hedges, net of tax of $3,731 and $236, respectively 6,249 506 --------------- --------------- Total other comprehensive income - Continuing operations 6,109 1,107 --------------- --------------- Other comprehensive income - discontinued operations: Cumulative effect of accounting change for qualifying hedges, net of tax of $(121,326) - (249,246) Changes in fair value of qualifying hedges, net of tax of $(50,606) - (103,962) Less: Reclassification adjustment for amounts included in net income, net of tax of $29,137 - 59,857 Foreign currency translation adjustments, net of tax of $(10,319) - (21,199) --------------- --------------- Total other comprehensive income - discontinued operations - (314,550) --------------- --------------- CONSOLIDATED COMPREHENSIVE INCOME $ 230,395 $ 6,102 =============== =============== </TABLE> <TABLE> <CAPTION> THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES CONDENSED CONSOLIDATED STATEMENTS OF ACCUMULATED OTHER COMPREHENSIVE INCOME (UNAUDITED) At At March 31, December 31, 2002 2001 ----------------------------------- <S> <C> <C> Balance at beginning of period - continuing operations $7,149 $ 249 Change in current period - continuing operations 6,109 6,900 ----------------- --------------- BALANCE AT END OF PERIOD - Continuing Operations 13,258 7,149 ----------------- --------------- Balance at beginning of period - discontinued operations - (93,847) Change in current period - discontinued operations - 93,847 ----------------- --------------- BALANCE AT END OF PERIOD - Discontinued Operations - - ----------------- --------------- TOTAL ACCUMULATED OTHER COMPREHENSIVE INCOME $ 13,258 $7,149 ================= =============== The accompanying notes as they relate to SOUTHERN are an integral part of these statements. </TABLE> 11
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION FIRST QUARTER 2002 vs. FIRST QUARTER 2001 RESULTS OF OPERATIONS SOUTHERN is focusing on three main businesses in the Southeast: its traditional business, represented by its five operating companies providing electric service in four states; a growing competitive generation business in the eight state "Super Southeast" region; and energy-related products and services for its retail customers. Earnings SOUTHERN's first quarter 2002 earnings from continuing operations were $224 million ($0.32 per share) compared with $180 million ($0.26 per share) in the first quarter of 2001. The first quarter 2002 increase in earnings is primarily due to increased energy sales in the residential and commercial sectors, lower interest costs and the overall impact of regulatory rate proceedings in Alabama, Georgia and Mississippi, partially offset by decreased demand by industrial customers, as well as increased operation and maintenance expenses. During the first quarter of 2002, weather had no significant impact when compared to the same period in 2001. Significant income statement items appropriate for discussion include the following: Increase (Decrease) ----------------------------------- First Quarter ----------------------------------- (in thousands) % Retail sales.......................... $(42,026) (2.2) Sales for resale...................... (27,367) (10.5) Other revenues........................ 13,463 10.9 Fuel expense.......................... (33,288) (5.5) Purchased power....................... (46,409) (40.7) Other operation expense............... 39,821 9.8 Depreciation and amortization......... (63,277) (20.8) Equity in losses of unconsolidated subsidiaries......................... 13,207 489.7 Interest expense, net................. (25,317) (13.1) Retail sales. Excluding fuel revenues, which generally do not affect net income, retail sales revenue was down by $4 million, or 0.3%, in the first quarter of 2002 compared to the same period in the prior year. Retail sales revenue in the first quarter 2002 was lower primarily due to lower energy sales to industrial customers. The decrease in industrial energy sales is primarily attributed to the slowdown in the manufacturing sector of the economy. Sales for resale. The primary reason for the decrease in sales for resale revenues in the first quarter 2002 is lower demand from these customers when compared to the corresponding period in 2001. Other revenues. The increase in other revenues during the first quarter 2002 when compared to the same period in 2001 is attributed primarily to growth in subsidiaries that are focused on alternative fuel products and energy products and services. In April 2001, SOUTHERN formed a new subsidiary to hold its investment in a partnership producing alternative fuel products. Revenues from this subsidiary were $14 million in the first quarter of 2002. 12
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION Fuel expense. Fuel expense decreased in the first quarter of 2002 primarily due to the lower price of natural gas when compared to the same period in the prior year. Purchased power expense. In the first quarter of 2002, purchased power expense decreased mainly due to lower costs associated with these energy purchases and commercial operation of the new units at Plant Daniel in May 2001 when compared to the corresponding period in 2001. Since energy expenses are usually offset by energy revenues through the operating companies cost recovery mechanisms, these expenses do not have a significant impact on earnings. Other operation expense. The first quarter 2002 increase is mainly attributed to subsidiaries involved in energy products and services and alternative fuel products. As discussed previously, SOUTHERN formed a new subsidiary in April 2001 to hold its investment in a partnership producing alternative fuel products. Depreciation and amortization. Depreciation and amortization decreased in the first quarter of 2002 primarily as a result of discontinuing accelerated depreciation and beginning amortization of the regulatory liability for accelerated cost recovery in January 2002, in accordance with GEORGIA's new retail rate order. Reference is made to Note (H) in the "Notes to the Condensed Financial Statements" herein. Equity in losses of unconsolidated subsidiaries. The increase for the first quarter of 2002, compared to the same period in 2001, is primarily attributed to SOUTHERN's investments in partnerships producing alternative fuel products. As discussed previously, SOUTHERN formed a new subsidiary in April 2001 to hold its investment in a partnership producing alternative fuel products. Interest expense, net. During the first quarter 2002, interest expense, net decreased primarily due to a reduction in interest rates compared to the same period in 2001. Future Earnings Potential The results of operations discussed above are not necessarily indicative of future earnings potential. The level of future earnings depends on numerous factors. The two major factors are the ability of the operating companies to achieve energy sales growth while containing costs in a more competitive environment and the profitability of the new competitive market-based wholesale generating facilities being added. For additional information relating to the other businesses, see Item 1 - BUSINESS - "Southern Power" and "Other Business" in the Form 10-K. Also, reference is made to Note (B) in the "Notes to the Condensed Financial Statements" herein for information relating to the spin off of Mirant from SOUTHERN. With the enactment of the Energy Act and new legislation being discussed at federal and state levels to expand customer choice, SOUTHERN is positioning the business to meet the challenge of increasing competition. For additional information, see Item 1 - BUSINESS - "Competition" and Item 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS - "Future Earnings Potential" of SOUTHERN in the Form 10-K. Compliance costs related to the Clean Air Act could affect earnings if such costs cannot be recovered. For additional information about the Clean Air Act and other environmental issues, see Item 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS - "Environmental Matters" of SOUTHERN in the Form 10-K. On April 25, 2002, the Stakeholder Advisory Committee met and selected the final four candidates that will be considered for the SeTrans ISA. Reference is made to Item 1 - BUSINESS - "Certain Factors Affecting the Industry" and Item 7 - - MANAGEMENT'S DISCUSSION AND ANALYSIS - "Industry Restructuring" for each of the registrants in the Form 10-K for additional information. 13
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION Reference is also made to Item 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS - "Environmental Matters" and Note 3 to the financial statements of SOUTHERN in the Form 10-K for information on EPA litigation. On April 29, 2002, the U. S. District Court in Alabama extended the stay of the proceeding in Alabama through late July 2002. Reference is made to Notes (B) through (I) and (N) in the "Notes to the Condensed Financial Statements" herein for discussion of various contingencies and other matters which may affect future earnings potential. Reference is also made to Part II - Item 1 - "Legal Proceedings" herein. Accounting Policies Critical Policy SOUTHERN's significant accounting policies are described in Note 1 to the financial statements of SOUTHERN in Item 8 of the Form 10-K. SOUTHERN's only critical accounting policy involves rate regulation. The operating companies are subject to the provisions of FASB Statement No. 71, "Accounting for the Effects of Certain Types of Regulation". In the event that a portion of a company's operations is no longer subject to these provisions, the company would be required to write off related regulatory assets and liabilities that are not specifically recoverable, and determine if any other assets, including plant, have been impaired. New Accounting Standards Effective January 1, 2001, SOUTHERN adopted FASB Statement No. 133 "Accounting for Derivatives and Hedging Activities", as amended, and changed the method of accounting for derivative instruments. Derivatives are now reflected on the Condensed Consolidated Balance Sheet as either an asset or liability measured at fair market value, and the changes in the fair value are currently recognized in earnings unless specific hedge accounting criteria are met. An additional interpretation of Statement No. 133 may result in a change -- effective on April 1, 2002 -- in accounting for certain contracts related to fuel supplies that contain quantity options. If these contracts are derivatives, they will be marked to market. However, due to the existence of specific cost-based fuel recovery clauses for the operating companies, this change is not expected to have a material impact on net income. In June 2001, the FASB issued Statement No. 143, "Asset Retirement Obligations," which establishes new accounting and reporting standards for legal obligations associated with retiring assets, including decommissioning nuclear plants. The liability for an asset's future retirement must be recorded in the period in which the liability is incurred. The cost must be capitalized as part of the related long-lived asset and depreciated over the asset's useful life. Changes in the liability resulting from the passage of time will be recognized as operating expenses. Statement No. 143 must be adopted by January 1, 2003. SOUTHERN is currently assessing the impact of adopting Statement No. 143 on its financial statements. Reference is made to Note 1 to the financial statements of SOUTHERN under "Depreciation and Nuclear Decommissioning" in Item 8 of the Form 10-K. 14
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION FINANCIAL CONDITION Overview Major changes in SOUTHERN's financial condition during the first three months of 2002 included $680 million used for gross property additions to utility plant. The funds for these additions and other capital requirements were primarily from other long-term debt. See SOUTHERN's Condensed Consolidated Statements of Cash Flows for further details. Off-Balance Sheet Financing Arrangements In May 2001, MISSISSIPPI began the initial 10-year term of an operating lease agreement signed in 1999 with Escatawpa Funding Limited Partnership, a special purpose entity, to use a combined-cycle generating facility located at MISSISSIPPI's Plant Daniel. The facility cost approximately $370 million. The lease provides for a residual value guarantee -- approximately 71% of the completion cost -- by MISSISSIPPI that is due upon termination of the lease in certain circumstances. Reference is made to Note 9 to the financial statements in Item 8 of SOUTHERN in the Form 10-K and Note 4 to the financial statements in Item 8 of MISSISSIPPI in the Form 10-K for additional information. The FASB is in the process of issuing a draft addressing issues related to identifying and accounting for certain special purpose entities. One contemplated change would increase the three percent outside equity requirement to 10 percent. This interpretation is in draft form; therefore, final conclusions may differ from the draft. However, certain changes to the accounting guidance could result in MISSISSIPPI having to change its accounting for this lease agreement, including having to consolidate the leased asset and related debt. In 2001, Southern Power entered into a financial arrangement with Westdeutsche Landesbank Girozentrale (WestLB) whereby Southern Power could assign up to $125 million in vendor contracts for equipment to WestLB. For accounting purposes, WestLB was the owner of the contracts. Southern Power acted as an agent for WestLB and instructed WestLB when to make payments to the vendors. Southern Power terminated this arrangement and reacquired these assets in March 2002. Credit Rating Risk SOUTHERN and its subsidiaries do not have any credit agreements that would require material changes in payment schedules or terminations as a result of a credit rating downgrade. There are certain fixed-price physical gas purchase contracts that could require collateral - but not accelerated payment - in the event of a credit rating change to below investment grade. These contracts are primarily for physical electricity sales, fixed-price physical gas purchases, and agreements covering interest rate swaps and currency swaps. At March 31, 2002, the maximum potential collateral requirements under the electricity sale contracts were approximately $288 million. Generally, collateral may be provided for by a SOUTHERN guaranty, letter of credit, or cash. At March 31, 2002, there were no material collateral requirements for the gas purchase contracts or other financial instrument agreements. Exposure to Market Risks SOUTHERN's market risk exposures relative to interest rate changes have not changed materially compared with the previous reporting period, December 31, 2001. In addition, SOUTHERN is not aware of any facts or circumstances that would significantly affect such exposures in the near term. 15
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION Due to cost-based rate regulations, the operating companies have limited exposure to market volatility in interest rates, commodity fuel prices and prices of electricity. To mitigate residual risks relative to movements in electricity prices for the operating companies, they and Southern Power enter into fixed price contracts for the purchase and sale of electricity through the wholesale electricity market and to a lesser extent similar contracts for gas purchases. Also, some of the operating companies have implemented fuel-hedging programs at the instruction of their respective public service commissions. Realized gains and losses are recognized in the income statements as incurred. At March 31, 2002, exposure from these activities was not material to the consolidated financial statements. Fair value of changes in energy trading contracts and valuations at March 31, 2002 are as follows: Year-to-Date Changes ---------------------- Fair Value - ------------------------------------------ ---------------------- (in thousands) Contracts beginning of year $ 1,290 Contracts realized or settled (1,108) New contracts at inception - Changes in valuation techniques - Current period changes 32,132 - ------------------------------------------- ---------------------- Contracts at March 31, 2002 $ 32,314 ========================================== ====================== Source of March 31, 2002 Valuation Prices ----------- ------------------------ Total Maturity ------------------------ Fair Value Year 1 1-3 Years - ----------------------------- ------------------------------------ (in thousands) - ----------------------------- ----------- ----------- ------------ Actively quoted $31,108 $21,581 $9,527 External sources 1,206 1,206 - Models and other methods - - - - ----------------------------- ----------- ----------- ------------ Contracts at March 31, 2002 $32,314 $22,787 $9,527 ============================= =========== =========== ============ Reference is made to Item 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS - "Market Price Risk" of SOUTHERN in the Form 10-K for additional information and Note 1 to the financial statements of SOUTHERN in Item 8 of the Form 10-K. Financing Activities In January 2002, GULF issued $45 million of Series E 6.00% Senior Notes due January 30, 2012. The proceeds from the sale will be used by GULF to finance certain construction costs incurred in connection with Plant Smith Unit 3, GULF's 574 megawatt combined cycle facility currently under construction, and for general corporate purposes. Also, in January 2002, Southern Company Capital Funding, Inc. issued $400 million of Series A 5.30% Senior Notes due February 1, 2007 and $25 million of Series B Floating Rate Senior Notes due February 1, 2004. The proceeds from these sales were remitted to SOUTHERN and applied by SOUTHERN to repay a portion of its outstanding short-term indebtedness. 16
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION In March 2002, MISSISSIPPI issued $80 million of Series D Floating Rate Senior Notes due March 12, 2004. The proceeds of the sale were used to repay $80 million of Series C Floating Rate Senior Notes due March 28, 2002. Also in March 2002, Mississippi Power Capital Trust II, a statutory business trust, sold $35 million of its 7.20% trust originated preferred securities which are guaranteed by MISSISSIPPI for the purpose of redeeming in May 2002 $35 million of Mississippi Power Capital Trust I 7.75% trust originated preferred securities. During the first quarter of 2002, Southern Power drew down $287 million under its revolving credit facility to finance project construction costs. Southern Power anticipates that it will issue unsecured senior notes by the end of the second quarter of 2002. The net proceeds of the senior notes will be used to reduce outstanding indebtedness under the company's credit facility and for general corporate purposes. The market price of SOUTHERN's common stock at March 31, 2002 was $26.49 per share and the book value was $11.52 per share, representing a market-to-book ratio of 230%, compared to $25.35, $11.43 and 222%, respectively, at the end of 2001. The dividend for the first quarter of 2002 was $0.335 per share. Capital Requirements Reference is made to Item 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS - "Capital Requirements for Construction", "Other Capital Requirements" and "Environmental Matters" of SOUTHERN in the Form 10-K for a description of the SOUTHERN system's capital requirements for its construction program, sinking fund requirements, maturing debt and environmental compliance efforts. Approximately $267 million will be required by March 31, 2003 for redemptions and maturities of long-term debt. Also, the operating companies plan to continue, to the extent possible, a program to retire higher cost debt and replace these securities with lower-cost capital. Sources of Capital In addition to the financing activities previously described, SOUTHERN may require additional equity capital over the next several years. The amounts and timing of additional equity capital to be raised will be contingent on SOUTHERN's investment opportunities. The operating companies plan to obtain the funds required for construction and other purposes from sources similar to those used in the past, which were primarily from internal sources and by the issuances of new debt and preferred equity securities, term loans and short-term borrowings. However, the amount, type and timing of any financings--if needed--will depend upon market conditions and regulatory approval. See Item 1 - BUSINESS - "Financing Programs" in the Form 10-K for additional information. To meet short-term cash needs and contingencies, the SOUTHERN system had at March 31, 2002 approximately $296 million of cash and cash equivalents and approximately $4.3 billion of unused credit arrangements with banks, of which $3.1 billion expires in 2002 and $1.2 billion expires in 2003 and beyond. These unused credit arrangements also provide liquidity support to variable rate pollution control bonds and commercial paper programs. The operating companies may also meet short-term cash needs through a SOUTHERN subsidiary organized to issue and sell commercial paper at the request and for the benefit of each of the operating companies. At March 31, 2002, the SOUTHERN system had short-term notes payable outstanding of $395 million and commercial paper outstanding of $1.4 billion. Management believes that the need for working capital can be adequately met by utilizing lines of credit without maintaining large cash balances. 17
PART I Item 3. Quantitative And Qualitative Disclosures About Market Risk. Reference is made herein to MANAGEMENT'S DISCUSSION AND ANALYSIS - "Market Price Risk" for each registrant and Note 1 to the financial statements of each registrant in Item 8 of the Form 10-K. 18
ALABAMA POWER COMPANY 19
<TABLE> <CAPTION> ALABAMA POWER COMPANY CONDENSED STATEMENTS OF INCOME (UNAUDITED) For the Three Months Ended March 31, 2002 2001 ------------- --------------- (in thousands) Operating Revenues: <S> <C> <C> Retail sales $631,897 $634,772 Sales for resale -- Non-affiliates 94,623 110,462 Affiliates 54,677 75,133 Other revenues 21,052 29,635 ------------- --------------- Total operating revenues 802,249 850,002 ------------- --------------- Operating Expenses: Fuel 210,297 259,455 Purchased power -- Non-affiliates 15,771 34,309 Affiliates 32,730 35,986 Other 120,062 111,002 Maintenance 76,814 76,360 Depreciation and amortization 98,275 95,517 Taxes other than income taxes 57,500 57,346 ------------- --------------- Total operating expenses 611,449 669,975 ------------- --------------- Operating Income 190,800 180,027 Other Income (Expense): Interest income 3,162 3,840 Equity in earnings of unconsolidated subsidiaries 952 1,055 Other, net (9,510) (2,640) ------------- --------------- Earnings Before Interest and Income Taxes 185,404 182,282 ------------- --------------- Interest and Other: Interest expense, net 55,649 58,665 Distributions on preferred securities of subsidiary 6,019 6,356 ------------- --------------- Total interest and other, net 61,668 65,021 ------------- --------------- Earnings Before Income Taxes 123,736 117,261 Income taxes 47,540 43,610 ------------- --------------- Net Income Before Cumulative Effect of Accounting Change 76,196 73,651 Cumulative effect of accounting change -- less income taxes of $215 thousand - 353 ------------- --------------- Net Income 76,196 74,004 Dividends on Preferred Stock 3,656 4,052 ------------- --------------- Net Income After Dividends on Preferred Stock $72,540 $69,952 ============= =============== The accompanying notes as they relate to ALABAMA are an integral part of these condensed statements. </TABLE> 20
<TABLE> <CAPTION> ALABAMA POWER COMPANY CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED) For the Three Months Ended March 31, 2002 2001 -------------- ----------------- (in thousands) Operating Activities: <S> <C> <C> Net income $76,196 $74,004 Adjustments to reconcile net income to net cash provided from operating activities -- Depreciation and amortization 116,006 106,491 Deferred income taxes and investment tax credits, net (16,543) 2,656 Other, net 18,757 (33,180) Changes in certain current assets and liabilities -- Receivables, net 20,098 131,403 Fossil fuel stock 4,351 (31,782) Materials and supplies 1,403 4,602 Accounts payable (67,620) (135,845) Under recovered retail fuel clause revenue 56,361 30,624 Other (10,639) (22,531) -------------- ----------------- Net cash provided from operating activities 198,370 126,442 -------------- ----------------- Investing Activities: Gross property additions (173,817) (194,434) Other 233 5,367 -------------- ----------------- Net cash used for investing activities (173,584) (189,067) -------------- ----------------- Financing Activities: Increase in notes payable, net 86,837 164,996 Proceeds -- Capital contributions from parent company 1,468 - Redemptions -- First mortgage bonds (4,498) - Other long-term debt (580) (1,179) Payment of preferred stock dividends (3,632) (3,699) Payment of common stock dividends (107,750) (101,200) Other (194) 191 -------------- ----------------- Net cash provided from (used for) financing activities (28,349) 59,109 -------------- ----------------- Net Change in Cash and Cash Equivalents (3,563) (3,516) Cash and Cash Equivalents at Beginning of Period 35,756 14,247 -------------- ----------------- Cash and Cash Equivalents at End of Period $ 32,193 $ 10,731 ============== ================= Supplemental Cash Flow Information: Cash paid during the period for -- Interest (net of amount capitalized) $28,030 $47,083 Income taxes (net of refunds) $23,097 $4,676 The accompanying notes as they relate to ALABAMA are an integral part of these condensed statements. </TABLE> 21
<TABLE> <CAPTION> ALABAMA POWER COMPANY CONDENSED BALANCE SHEETS (UNAUDITED) At March 31, At December 31, Assets 2002 2001 - ------ ----------------- -------------------- (in thousands) Current Assets: <S> <C> <C> Cash and cash equivalents $ 32,193 $ 35,756 Receivables -- Customer accounts receivable 289,131 281,985 Under recovered retail fuel clause revenue 27,136 83,497 Other accounts and notes receivable 34,988 49,940 Affiliated companies 60,825 72,639 Accumulated provision for uncollectible accounts (5,715) (5,237) Fossil fuel stock, at average cost 94,927 99,278 Materials and supplies, at average cost 189,921 191,324 Other 138,161 74,640 ----------------- -------------------- Total current assets 861,567 883,822 ----------------- -------------------- Property, Plant, and Equipment: In service 13,227,383 13,159,560 Less accumulated provision for depreciation 5,393,858 5,309,557 ----------------- -------------------- 7,833,525 7,850,003 Nuclear fuel, at amortized cost 77,108 88,777 Construction work in progress 457,469 357,906 ----------------- -------------------- Property, plant, and equipment 8,368,102 8,296,686 ----------------- -------------------- Other Property and Investments: Equity investments in unconsolidated subsidiaries 45,685 44,483 Nuclear decommissioning trusts 311,639 317,508 Other 16,987 12,503 ----------------- -------------------- Total other property and investments 374,311 374,494 ----------------- -------------------- Deferred Charges and Other Assets: Deferred charges related to income taxes 332,600 334,830 Prepaid pension costs 344,044 329,259 Debt expense, being amortized 8,109 8,150 Premium on reacquired debt, being amortized 75,179 77,173 Department of Energy assessments 21,015 21,015 Other 109,087 108,031 ----------------- -------------------- Total deferred charges and other assets 890,034 878,458 ----------------- -------------------- Total Assets $10,494,014 $10,433,460 ================= ==================== The accompanying notes as they relate to ALABAMA are an integral part of these condensed statements. </TABLE> 22
<TABLE> <CAPTION> ALABAMA POWER COMPANY CONDENSED BALANCE SHEETS (UNAUDITED) At March 31, At December 31, Liabilities and Stockholder's Equity 2002 2001 - ------------------------------------ ----------------- -------------------- (in thousands) Current Liabilities: <S> <C> <C> Securities due within one year $ 904 $ 5,382 Notes payable 96,833 9,996 Accounts payable -- Affiliated 94,892 98,268 Other 91,667 151,705 Customer deposits 43,419 42,124 Taxes accrued -- Income taxes 158,090 113,003 Other 38,293 19,023 Interest accrued 66,977 35,522 Vacation pay accrued 32,324 32,324 Other 53,492 93,589 ----------------- -------------------- Total current liabilities 676,891 600,936 ----------------- -------------------- Long-term debt 3,742,656 3,742,346 ----------------- -------------------- Deferred Credits and Other Liabilities: Accumulated deferred income taxes 1,369,097 1,387,661 Deferred credits related to income taxes 198,571 202,881 Accumulated deferred investment tax credits 235,491 238,225 Employee benefits provisions 124,014 115,078 Prepaid capacity revenues 39,099 40,730 Other 166,550 130,214 ----------------- -------------------- Total deferred credits and other liabilities 2,132,822 2,114,789 ----------------- -------------------- Company obligated mandatorily redeemable preferred securities of subsidiary trusts holding company junior subordinated notes 347,000 347,000 ----------------- -------------------- Cumulative preferred stock 317,512 317,512 ----------------- -------------------- Common Stockholder's Equity: Common stock, par value $40 per share -- Authorized - 6,000,000 shares Outstanding - 6,000,000 shares Par value 240,000 240,000 Paid-in capital 1,852,144 1,850,676 Premium on preferred stock 99 99 Retained earnings 1,184,890 1,220,102 ----------------- -------------------- Total common stockholder's equity 3,277,133 3,310,877 ----------------- -------------------- Total Liabilities and Stockholder's Equity $10,494,014 $10,433,460 ================= ==================== The accompanying notes as they relate to ALABAMA are an integral part of these condensed statements. </TABLE> 23
ALABAMA POWER COMPANY MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION FIRST QUARTER 2002 vs. FIRST QUARTER 2001 RESULTS OF OPERATIONS Earnings ALABAMA's net income after dividends on preferred stock for the first quarter of 2002 was $72.5 million compared to $70.0 million for the corresponding period of 2001. The increase in earnings for the first quarter of 2002 is primarily attributable to increased territorial sales and retail rates when compared to the same period in the prior year, which were partially offset by increased non-fuel operating expenses. Significant income statement items appropriate for discussion include the following: Increase (Decrease) ----------------------------------- First Quarter ----------------------------------- (in thousands) % Retail sales........................... (2,875) (0.5) Sales for resale - non-affiliates...... (15,839) (14.3) Sales for resale - affiliates.......... (20,456) (27.2) Other revenues......................... (8,583) (29.0) Fuel expense........................... (49,158) (18.9) Purchased power - non-affiliates....... (18,538) (54.0) Purchased power - affiliates........... (3,256) (9.0) Other operation expense................ 9,060 8.2 Other, net............................. (6,870) (260.2) Retail sales. Excluding energy cost recovery revenues, which generally do not affect net income, retail sales revenue was higher by $26.5 million, or 5.8%, for the first quarter 2002 when compared to the same period in 2001. Energy sales to residential, commercial and industrial customers increased by 3.6%, 0.5% and 1.6%, respectively, due primarily to more favorable weather conditions in 2002. Total retail sales revenue was down, however, during the first quarter of 2002 due to a decrease in fuel expense recovery. Sales for resale - non-affiliates. In the first quarter of 2002, the demand for energy by non-affiliates was lower when compared to the same period in 2001. These transactions did not have a significant impact on earnings since the energy is usually sold at variable cost. Sales for resale - affiliates and Purchased power - affiliates. Revenues from sales for resale to affiliated companies within the SOUTHERN system, as well as purchases of energy, will vary depending on demand and the availability and cost of generating resources at each company. These transactions did not have a significant impact on earnings. Other revenues. During the first quarter of 2002, revenues from gas-fueled cogeneration steam facilities were lower when compared to the same period in 2001 due primarily to lower gas prices and lower demand. Since cogeneration steam revenues are generally offset by fuel expenses, these revenues did not have a significant impact on earnings. 24
ALABAMA POWER COMPANY MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION Fuel expense. Fuel expense decreased due mainly to the lower price of natural gas in this first quarter of 2002 when compared to the same period of 2001. Since energy expenses are generally offset by energy revenues, these expenses did not have a significant impact on earnings. Purchased power - non-affiliates. In the first quarter of 2002, purchased power from non-affiliates when compared to the corresponding period in 2001 decreased due to lower costs associated with these energy purchases. These expenses do not have a significant impact on earnings since energy expenses are generally offset by energy revenues through ALABAMA's energy cost recovery clause. Other operation expense. Other operation expense increased during the first quarter of 2002 primarily as a result of lower refunds related to nuclear property and outage insurance when compared to the first quarter of 2001. Other, net. The first quarter of 2002 decrease is due in part to a decrease in Allowance for Funds Used During Construction reflecting the commercial operation of Plant Barry Unit 7 in May 2001. Future Earnings Potential The results of operations discussed above are not necessarily indicative of future earnings potential. The level of future earnings depends on numerous factors including regulatory matters and the effect of weather and the economy on energy sales. With the enactment of the Energy Act and new legislation being discussed at federal and state levels to expand customer choice, ALABAMA is positioning the business to meet the challenge of increasing competition. For additional information, see Item 1 - BUSINESS - "Competition" and Item 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS - "Future Earnings Potential" of ALABAMA in the Form 10-K. Compliance costs related to the Clean Air Act could affect earnings if such costs cannot be recovered. For additional information about the Clean Air Act and other environmental issues, see Item 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS - "Environmental Matters" of ALABAMA in the Form 10-K. On April 25, 2002, the Stakeholder Advisory Committee met and selected the final four candidates that will be considered for the SeTrans ISA. Reference is made to Item 1 - BUSINESS - "Certain Factors Affecting the Industry" and Item 7 - - MANAGEMENT'S DISCUSSION AND ANALYSIS - "Industry Restructuring" of ALABAMA in the Form 10-K for additional information. Reference is made to Item 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS - "Environmental Matters" and Note 3 to the financial statements of ALABAMA in the Form 10-K for information on EPA litigation. On April 29, 2002, the U. S. District Court in Alabama extended the stay of the proceeding in Alabama through late July 2002. Reference is made to Notes (C) through (E) and (G) in the "Notes to the Condensed Financial Statements" herein for discussion of various contingencies and other matters which may affect future earnings potential. Reference is also made to Part II - Item 1 - "Legal Proceedings" herein. 25
ALABAMA POWER COMPANY MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION Accounting Policies Critical Policy ALABAMA's significant accounting policies are described in Note 1 to the financial statements of ALABAMA in Item 8 of the Form 10-K. ALABAMA's only critical accounting policy involves rate regulation. ALABAMA is subject to the provisions of FASB Statement No. 71, "Accounting for the Effects of Certain Types of Regulation". In the event that a portion of ALABAMA's operation is no longer subject to these provisions, ALABAMA would be required to write off related regulatory assets and liabilities that are not specifically recoverable and determine if any other assets have been impaired. New Accounting Standards Effective January 1, 2001, ALABAMA adopted FASB Statement No. 133 "Accounting for Derivatives and Hedging Activities," as amended, and changed the method of accounting for derivative instruments. Derivatives are now reflected on the Condensed Balance Sheet as either an asset or liability measured at fair market value, and the changes in the fair value are currently recognized in earnings unless specific hedge accounting criteria are met. An additional interpretation of Statement No. 133 may result in a change -- effective on April 1, 2002 -- in accounting for certain contracts related to fuel supplies that contain quantity options. If these contracts are derivatives, they will be marked to market. However, due to the existence of specific cost-based fuel recovery clauses for ALABAMA, this change is not expected to have a material impact on net income. In June 2001, the FASB issued Statement No. 143, "Asset Retirement Obligations," which establishes new accounting and reporting standards for legal obligations associated with retiring assets, including decommissioning nuclear plants. The liability for an asset's future retirement must be recorded in the period in which the liability is incurred. The cost must be capitalized as part of the related long-lived asset and depreciated over the asset's useful life. Changes in the liability resulting from the passage of time will be recognized as operating expenses. Statement No. 143 must be adopted by January 1, 2003. ALABAMA is currently assessing the impact of adopting Statement No. 143 on its financial statements. Reference is made to Note 1 to the financial statements of ALABAMA under "Depreciation and Nuclear Decommissioning" in Item 8 of the Form 10-K. FINANCIAL CONDITION Overview Major changes in ALABAMA's financial condition during the first three months of 2002 included the addition of approximately $174 million to utility plant. The funds for these additions and other capital requirements were derived primarily from operating activities. See ALABAMA's Condensed Statements of Cash Flows for further details. Credit Rating Risk ALABAMA does not have any credit agreements that would require material changes in payment schedules or terminations as a result of a credit rating downgrade. 26
ALABAMA POWER COMPANY MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION Exposure to Market Risks ALABAMA's market risk exposures relative to interest rate changes have not changed materially compared with the December 31, 2001 reporting period. In addition, ALABAMA is not aware of any facts or circumstances that would significantly affect such exposures in the near term. Due to cost-based rate regulations, ALABAMA has limited exposure to market volatility in interest rates, commodity fuel prices, and prices of electricity. To mitigate residual risks relative to movements in electricity prices, ALABAMA entered into fixed price contracts for the purchase and sale of electricity through the wholesale electricity market. Realized gains and losses are recognized in the Statements of Income as incurred. At March 31, 2002, exposure from these activities was not material to ALABAMA's financial statements. Fair value of changes in energy trading contracts and valuations at March 31, 2002 are as follows: Year-to-Date Changes ---------------------- Fair Value - ------------------------------------------ ---------------------- (in thousands) Contracts beginning of year $ 214 Contracts realized or settled (2,423) New contracts at inception - Changes in valuation techniques - Current period changes 25,520 - ------------------------------------------ ---------------------- Contracts at March 31, 2002 $ 23,311 ========================================== ====================== Source of March 31, 2002 Valuation Prices ----------- ------------------------ Total Maturity ------------------------ Fair Value Year 1 1-3 Years - ----------------------------- ------------------------------------ (in thousands) - ----------------------------- ----------- ----------- ------------ Actively quoted $22,105 $17,375 $4,730 External sources 1,206 1,206 - Models and other methods - - - - ----------------------------- ----------- ----------- ------------ Contracts at March 31, 2002 $23,311 $18,581 $4,730 ============================= =========== =========== ============ Reference is made to Item 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS - "Exposure to Market Risk" of ALABAMA in the Form 10-K and Note 1 to the financial statements of ALABAMA in Item 8 of the Form 10-K for additional information. Financing Activities ALABAMA plans to continue, when economically feasible, a program to retire higher cost debt and preferred stock and replace these obligations with lower-cost capital if market conditions permit. 27
ALABAMA POWER COMPANY MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION Capital Requirements Reference is made to Item 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS of ALABAMA under "Capital Requirements," "Other Capital Requirements" and "Environmental Matters" in the Form 10-K for a description of ALABAMA's capital requirements for its construction program, maturing debt and environmental compliance efforts. Sources of Capital In addition to the financing activities previously described herein, ALABAMA plans to obtain the funds required for construction and other purposes from sources similar to those used in the past. The amount, type and timing of any financings--if needed--will depend upon maintenance of adequate earnings, regulatory approval, prevailing market conditions and other factors. See Item 1 - - BUSINESS - "Financing Programs" in the Form 10-K for additional information. To meet short-term cash needs and contingencies, ALABAMA had at March 31, 2002 approximately $32 million of cash and cash equivalents, unused committed lines of credit of approximately $964 million (including $454 million of such lines which are dedicated to funding purchase obligations relating to variable rate pollution control bonds) and an extendible commercial note program. Of these lines of credit, $574 million expire at various times during 2002 and $390 million expire in 2004. ALABAMA may also meet short-term cash needs through a SOUTHERN subsidiary organized to issue and sell commercial paper and extendible commercial notes at the request and for the benefit of ALABAMA and other SOUTHERN subsidiaries. ALABAMA has regulatory authority for up to $1.0 billion of short-term borrowings. At March 31, 2002, ALABAMA had outstanding $97 million of commercial paper. 28
GEORGIA POWER COMPANY 29
<TABLE> <CAPTION> GEORGIA POWER COMPANY CONDENSED STATEMENTS OF INCOME (UNAUDITED) For the Three Months Ended March 31, 2002 2001 -------------- ----------------- (in thousands) Operating Revenues: <S> <C> <C> Retail sales $904,914 $949,145 Sales for resale -- Non-affiliates 50,050 87,591 Affiliates 16,507 35,777 Other revenues 35,292 35,516 -------------- ----------------- Total operating revenues 1,006,763 1,108,029 -------------- ----------------- Operating Expenses: Fuel 227,377 228,692 Purchased power -- Non-affiliates 37,790 54,105 Affiliates 58,780 79,295 Other 173,820 175,574 Maintenance 103,854 106,665 Depreciation and amortization 90,551 164,249 Taxes other than income taxes 49,575 50,101 -------------- ----------------- Total operating expenses 741,747 858,681 -------------- ----------------- Operating Income 265,016 249,348 Other Income (Expense): Interest income 501 602 Equity in earnings of unconsolidated subsidiaries 971 1,009 Other, net (3,833) (8,367) -------------- ----------------- Earnings Before Interest and Income Taxes 262,655 242,592 -------------- ----------------- Interest Charges and Other: Interest expense, net 40,595 50,899 Distributions on preferred securities of subsidiaries 14,776 14,776 -------------- ----------------- Total interest charges and other, net 55,371 65,675 -------------- ----------------- Earnings Before Income Taxes 207,284 176,917 Income taxes 80,371 69,332 -------------- ----------------- Net Income Before Cumulative Effect of Accounting Change 126,913 107,585 Cumulative effect of accounting change -- less income taxes of $162 thousand - 257 -------------- ----------------- Net Income 126,913 107,842 Dividends on Preferred Stock 168 168 -------------- ----------------- Net Income After Dividends on Preferred Stock $ 126,745 $ 107,674 ============== ================= The accompanying notes as they relate to GEORGIA are an integral part of these condensed statements. </TABLE> 30
<TABLE> <CAPTION> GEORGIA POWER COMPANY CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED) For the Three Months Ended March 31, 2002 2001 -------------- ---------------- (in thousands) Operating Activities: <S> <C> <C> Net income $126,913 $107,842 Adjustments to reconcile net income to net cash provided from operating activities -- Depreciation and amortization 98,809 169,340 Deferred income taxes and investment tax credits, net (1,817) (45,751) Other, net (12,833) 4,206 Changes in certain current assets and liabilities -- Receivables, net 56,234 122,153 Fossil fuel stock 1,609 (69,881) Materials and supplies 2,925 (2,975) Accounts payable (74,888) (117,678) Energy cost recovery, retail 35,601 38,874 Other 24,811 70,846 -------------- ---------------- Net cash provided from operating activities 257,364 276,976 -------------- ---------------- Investing Activities: Gross property additions (215,043) (385,544) Sales of property 387,212 - Other (54,752) (24,444) -------------- ---------------- Net cash provided from (used for) investing activities 117,417 (409,988) -------------- ---------------- Financing Activities: Increase (decrease) in notes payable, net 290,949 (170,727) Proceeds -- Other long-term debt - 450,000 Capital contributions from parent company 2,984 200,000 Retirements -- First mortgage bonds (1,860) (200,000) Pollution control bonds (7,800) - Other long-term debt (300,000) - Capital distributions to parent company (200,000) - Payment of preferred stock dividends (182) (83) Payment of common stock dividends (135,725) (134,500) Other (1,318) (4,775) -------------- ---------------- Net cash provided from (used for) financing activities (352,952) 139,915 -------------- ---------------- Net Change in Cash and Cash Equivalents 21,829 6,903 Cash and Cash Equivalents at Beginning of Period 23,260 29,370 -------------- ---------------- Cash and Cash Equivalents at End of Period $ 45,089 $ 36,273 ============== ================ Supplemental Cash Flow Information: Cash paid during the period for -- Interest (net of amount capitalized) $30,324 $38,299 Income taxes (net of refunds) $24,021 ($13,135) The accompanying notes as they relate to GEORGIA are an integral part of these condensed statements. </TABLE> 31
<TABLE> <CAPTION> GEORGIA POWER COMPANY CONDENSED BALANCE SHEETS (UNAUDITED) At March 31, At December 31, Assets 2002 2001 - ------ ---------------- -------------------- (in thousands) Current Assets: <S> <C> <C> Cash and cash equivalents $ 45,089 $ 23,260 Receivables -- Customer accounts receivable 345,200 376,322 Under recovered retail fuel clause revenue 125,861 161,462 Other accounts and notes receivable 99,371 129,073 Affiliated companies 69,429 69,355 Accumulated provision for uncollectible accounts (8,145) (8,895) Fossil fuel stock, at average cost 201,150 202,759 Materials and supplies, at average cost 276,312 279,237 Other 116,149 125,246 ---------------- -------------------- Total current assets 1,270,416 1,357,819 ---------------- -------------------- Property, Plant, and Equipment: In service 16,962,814 16,886,399 Less accumulated provision for depreciation 7,327,110 7,243,209 ---------------- -------------------- 9,635,704 9,643,190 Nuclear fuel, at amortized cost 114,729 112,771 Construction work in progress 596,642 883,285 ---------------- -------------------- Property, plant, and equipment 10,347,075 10,639,246 ---------------- -------------------- Other Property and Investments: Equity investments in unconsolidated subsidiaries 36,237 35,209 Nuclear decommissioning trusts 387,013 364,180 Other 30,689 29,618 ---------------- -------------------- Total other property and investments 453,939 429,007 ---------------- -------------------- Deferred Charges and Other Assets: Deferred charges related to income taxes 539,254 543,584 Prepaid pension costs 290,095 273,405 Debt expense, being amortized 58,419 58,165 Premium on reacquired debt, being amortized 170,922 173,724 Other 154,487 136,137 ---------------- -------------------- Total deferred charges and other assets 1,213,177 1,185,015 ---------------- -------------------- Total Assets $13,284,607 $13,611,087 ================ ==================== The accompanying notes as they relate to GEORGIA are an integral part of these condensed statements. </TABLE> 32
<TABLE> <CAPTION> GEORGIA POWER COMPANY CONDENSED BALANCE SHEETS (UNAUDITED) At March 31, At December 31, Liabilities and Stockholder's Equity 2002 2001 - ------------------------------------ ----------------- -------------------- (in thousands) Current Liabilities: <S> <C> <C> Securities due within one year $ 202,001 $ 311,620 Notes payable and commercial paper 1,038,486 747,537 Accounts payable -- Affiliated 102,790 109,591 Other 318,095 409,253 Customer deposits 86,305 83,172 Taxes accrued -- Income taxes 93,414 35,247 Other 51,150 125,807 Interest accrued 69,457 46,942 Vacation pay accrued 41,391 41,830 Other 130,376 120,980 ----------------- -------------------- Total current liabilities 2,133,465 2,031,979 ----------------- -------------------- Long-term debt 2,761,200 2,961,726 ----------------- -------------------- Deferred Credits and Other Liabilities: Accumulated deferred income taxes 2,158,434 2,163,959 Deferred credits related to income taxes 225,105 229,216 Accumulated deferred investment tax credits 334,360 337,482 Employee benefits provisions 248,718 244,648 Other 427,768 440,773 ----------------- -------------------- Total deferred credits and other liabilities 3,394,385 3,416,078 ----------------- -------------------- Company obligated mandatorily redeemable preferred securities of subsidiary trusts holding company junior subordinated notes 789,250 789,250 ----------------- -------------------- Preferred stock 14,569 14,569 ----------------- -------------------- Common Stockholder's Equity: Common stock, without par value-- Authorized - 15,000,000 shares Outstanding - 7,761,500 shares 344,250 344,250 Paid-in capital 1,985,541 2,182,557 Premium on preferred stock 40 40 Retained earnings 1,861,812 1,870,791 Accumulated other comprehensive income 95 (153) ----------------- -------------------- Total common stockholder's equity 4,191,738 4,397,485 ----------------- -------------------- Total Liabilities and Stockholder's Equity $13,284,607 $13,611,087 ================= ==================== The accompanying notes as they relate to GEORGIA are an integral part of these condensed statements. </TABLE> 33
<TABLE> <CAPTION> GEORGIA POWER COMPANY CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED) For the Three Months Ended March 31, -------------------------------------- 2002 2001 -------------------------------------- (in thousands) <S> <C> <C> Net Income After Dividends on Preferred Stock $126,745 $107,674 Other comprehensive income: Cumulative effect of accounting change for qualifying hedges, net of tax of $180 - 286 Changes in fair value of qualifying hedges, net of tax of $156 and $236, respectively 248 506 ----------------- -------------- COMPREHENSIVE INCOME $126,993 $108,466 ================= ============== ================================================================================================================================ </TABLE> GEORGIA POWER COMPANY CONDENSED STATEMENTS OF ACCUMULATED OTHER COMPREHENSIVE INCOME (UNAUDITED) At March 31, At December 31, 2002 2001 --------------------------------------- (in thousands) Balance at beginning of period $ (153) $ - Change in current period 248 (153) ------------------ -------------- BALANCE AT END OF PERIOD $ 95 $ (153) ================== ============== The accompanying notes as they relate to GEORGIA are an integral part of these condensed statements. 34
GEORGIA POWER COMPANY MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION FIRST QUARTER 2002 vs. FIRST QUARTER 2001 RESULTS OF OPERATIONS Earnings GEORGIA's net income after dividends on preferred stock for the first quarter 2002 was $126.7 million compared to $107.7 million for the corresponding period in 2001. Earnings increased by $19.1 million, or 17.7%, for the first quarter 2002 when compared to the same period in 2001 primarily due to reduced accelerated depreciation under the 2001 retail rate order. This increase will be offset in future quarters due to the timing of accelerated depreciation recorded in 2001. Significant income statement items appropriate for discussion include the following: Increase (Decrease) -------------------------------- First Quarter -------------------------------- (in thousands) % Retail sales.............................. (44,231) (4.7) Sales for resale - non-affiliates......... (37,541) (42.9) Sales for resale - affiliates............. (19,270) (53.9) Purchased power - non-affiliates.......... (16,315) (30.2) Purchased power - affiliates.............. (20,515) (25.9) Depreciation and amortization............. (73,698) (44.9) Interest expense, net..................... (10,304) (20.2) Retail sales. Excluding fuel revenues, which generally do not affect net income, retail sales revenue decreased in the first quarter of 2002 by $44.8 million, or 6.4%, when compared to the same period in 2001. The decrease in the first quarter 2002 retail sales revenue is primarily due to a 5% decrease in energy sales to industrial customers and a rate decrease pursuant to the new retail rate order effective January 1, 2002. The effect of the rate decrease in the first quarter 2002 was approximately $25 million. The continued slowdown in manufacturing activity was the principal factor affecting energy sales to industrial customers. During the first quarter of 2002, weather had no significant impact when compared to the same period in 2001. Reference is made to Note (H) in the "Notes to Condensed Financial Statements" herein. Sales for resale - non-affiliates. In the first quarter of 2002, sales for resale to non-affiliates decreased in part as a direct result of reduced energy sales to these customers. These transactions did not have a significant impact on earnings since the energy is usually sold at variable cost. The transfer of Plant Dahlberg to Southern Power also resulted in lower sales in the first quarter of 2002. Sales for resale - affiliates and Purchased power - affiliates. Revenues from sales for resale to affiliated companies, as well as purchases of energy, within the SOUTHERN system will vary depending on demand and the availability and cost of generating resources at each company. These transactions did not have a significant impact on earnings. 35
GEORGIA POWER COMPANY MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION Purchased power - non-affiliates. During the first quarter of 2002, these purchases were lower when compared to the same period in 2001 due primarily to reduced demand for energy from non-affiliates. In 2001, these expenses were also higher due to decreased hydro generation and higher natural gas and oil prices. These expenses do not have a significant impact on earnings since energy expenses are generally offset by energy revenues through GEORGIA's fuel cost recovery clause. Depreciation and amortization. Depreciation and amortization decreased in the first quarter of 2002 primarily as a result of discontinuing accelerated depreciation and beginning amortization of the regulatory liability for accelerated cost recovery in January 2002, in accordance with GEORGIA's new retail rate order. Reference is made to Note (H) in the "Notes to the Condensed Financial Statements" herein. Interest expense, net. The decrease in this item during the first quarter of 2002 from the first quarter of 2001 is primarily due to a reduction in interest rates and the accrual of interest on accelerated amortization in 2001 under the prior rate order. Future Earnings Potential The results of operations discussed above are not necessarily indicative of future earnings potential. The level of future earnings depends on numerous factors including regulatory matters and the effect of weather and the economy on energy sales. With the enactment of the Energy Act and new legislation being discussed at federal and state levels to expand customer choice, GEORGIA is positioning the business to meet the challenge of increasing competition. For additional information, see Item 1 - BUSINESS - "Competition" and Item 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS - "Future Earnings Potential" of GEORGIA in the Form 10-K. In January 2002, GEORGIA began operating under a new three-year retail rate order. Under the terms of the order, earnings will be evaluated annually against a retail return on common equity range of 10 percent to 12.95 percent. Two-thirds of any earnings above the 12.95 percent return will be applied to rate refunds, with the remaining one-third retained by GEORGIA. Retail rates were decreased by $118 million effective January 1, 2002. Reference is made to Note (H) in the "Notes to the Condensed Financial Statements" herein and Item 7 - - MANAGEMENT'S DISCUSSION AND ANALYSIS - "Future Earnings Potential" of GEORGIA in the Form 10-K for additional information. In January 2002, GEORGIA transferred ownership of two units at Plant Wansley with a net book value of $389.9 million to Southern Power, an affiliated company. On April 25, 2002, the Stakeholder Advisory Committee met and selected the final four candidates that will be considered for the SeTrans ISA. Reference is made to Item 1 - BUSINESS - "Certain Factors Affecting the Industry" and Item 7 - - MANAGEMENT'S DISCUSSION AND ANALYSIS - "Industry Restructuring" of GEORGIA in the Form 10-K for additional information. 36
GEORGIA POWER COMPANY MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION Compliance costs related to the Clean Air Act and other environmental issues could affect earnings if such costs cannot be recovered. For additional information, see Item 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS - "Environmental Issues" of GEORGIA and Note 3 to the financial statements of GEORGIA in Item 8 of the Form 10-K for information on the EPA litigation. Reference is made to Notes (C) through (E), (H) and (I) in the "Notes to the Condensed Financial Statements" herein for discussion of various contingencies and other matters which may affect future earnings potential. Reference is also made to Part II - Item 1 - "Legal Proceedings" herein. Accounting Policies Critical Policy GEORGIA's significant accounting policies are described in Note 1 to the financial statements of GEORGIA in Item 8 of the Form 10-K. GEORGIA's only critical accounting policy involves rate regulation. GEORGIA is subject to the provisions of FASB Statement No. 71, "Accounting for the Effects of Certain Types of Regulation". In the event that a portion of GEORGIA's operations is no longer subject to these provisions, GEORGIA would be required to write off related regulatory assets and liabilities that are not specifically recoverable, and determine if any other assets, including plant, have been impaired. New Accounting Standards Effective January 1, 2001, GEORGIA adopted FASB Statement No. 133 "Accounting for Derivatives and Hedging Activities," as amended, and changed the method of accounting for derivative instruments. Derivatives are now reflected on the Condensed Balance Sheet as either an asset or liability measured at fair market value, and the changes in the fair value are currently recognized in earnings unless specific hedge accounting criteria are met. An additional interpretation of Statement No. 133 may result in a change -- effective on April 1, 2002 -- in accounting for certain contracts related to fuel supplies that contain quantity options. If these contracts are derivatives, they will be marked to market. However, due to the existence of specific cost-based fuel recovery clauses for GEORGIA, this change is not expected to have a material impact on net income. In June 2001, the FASB issued Statement No. 143, "Asset Retirement Obligations," which establishes new accounting and reporting standards for legal obligations associated with retiring assets, including decommissioning nuclear plants. The liability for an asset's future retirement must be recorded in the period in which the liability is incurred. The cost must be capitalized as part of the related long-lived asset and depreciated over the asset's useful life. Changes in the liability resulting from the passage of time will be recognized as operating expenses. Statement No. 143 must be adopted by January 1, 2003. GEORGIA is currently assessing the impact of adopting Statement No. 143 on its financial statements. Reference is made to Note 1 to the financial statements of GEORGIA under "Depreciation and Nuclear Decommissioning" in Item 8 of the Form 10-K. 37
GEORGIA POWER COMPANY MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION FINANCIAL CONDITION Overview The major changes in GEORGIA's financial condition during the first three months of 2002 were the sale of two units at Plant Wansley to Southern Power and the addition of approximately $215 million to utility plant. The funds for these additions and other capital requirements were derived primarily from operations. See GEORGIA's Condensed Statements of Cash Flows for further details. Credit Rating Risk GEORGIA does not have any credit agreements that would require material changes in payment schedules or terminations as a result of a credit rating downgrade. There are certain physical electricity sale contracts that could require collateral -- but not termination -- in the event of a credit rating change to below investment grade. At March 31, 2002, the maximum potential collateral requirements were approximately $111 million. Exposure to Market Risks GEORGIA's market risk exposures relative to interest rate changes have not changed materially compared with the previous reporting period, December 31, 2001. In addition, GEORGIA is not aware of any facts or circumstances that would significantly affect such exposures in the near term. Due to cost-based rate regulations, GEORGIA has limited exposure to market volatility in interest rates, commodity fuel prices, and prices of electricity. To mitigate residual risks relative to movements in electricity prices, GEORGIA entered into fixed price contracts for the purchase and sale of electricity through the wholesale electricity market and to a lesser extent similar contracts for gas purchases. Realized gains and losses are recognized in the Statements of Income as incurred. At March 31, 2002, exposure from these activities was not material to GEORGIA's financial statements. Fair value of changes in energy trading contracts and valuations at March 31, 2002 are as follows: Year-to-Date Changes ---------------------- Fair Value - ------------------------------------------ ---------------------- (in thousands) Contracts beginning of year $ 362 Contracts realized or settled 125 New contracts at inception - Changes in valuation techniques - Current period changes (2,147) - ------------------------------------------ ---------------------- Contracts at March 31, 2002 $ (1,660) ========================================== ====================== 38
GEORGIA POWER COMPANY MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION Source of March 31, 2002 Valuation Prices ------------------------------------ Total Maturity ------------------------ Fair Value Year 1 1-3 Years - ----------------------------- ------------------------------------ (in thousands) - ----------------------------- ----------- ----------- ------------ Actively quoted $(1,660) $(1,690) $ 30 External sources - - - Models and other methods - - - - ----------------------------- ----------- ----------- ------------ Contracts at March 31, 2002 $(1,660) %(1,690) $ 30 ============================= =========== =========== ============ Reference is made to Item 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS - "Exposure to Market Risks" of GEORGIA in the Form 10-K and Note 1 to the financial statements of GEORGIA in Item 8 of the Form 10-K for additional information. Capital Requirements Reference is made to Item 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS of GEORGIA under "Liquidity and Capital Requirements," "Other Capital Requirements" and "Environmental Issues" in the Form 10-K for a description of GEORGIA's capital requirements for its construction program and environmental compliance efforts. Sources of Capital GEORGIA plans to obtain the funds required for construction and other purposes from sources similar to those used in the past. The amount, type and timing of any financings--if needed--will depend upon maintenance of adequate earnings, regulatory approval, prevailing market conditions and other factors. See Item 1 - - BUSINESS - "Financing Programs" in the Form 10-K for additional information. To meet short-term cash needs and contingencies, GEORGIA had at March 31, 2002 approximately $45.1 million of cash and cash equivalents and approximately $1.765 billion of unused credit arrangements with banks, of which $1.265 billion expires in 2002 and $500 million expires in 2003 and beyond. The credit arrangements provide liquidity support to GEORGIA's obligations with respect to variable rate pollution control bonds and its commercial paper program. GEORGIA may also meet short-term cash needs through a SOUTHERN subsidiary organized to issue and sell commercial paper at the request and for the benefit of GEORGIA and other SOUTHERN subsidiaries. At March 31, 2002, GEORGIA had outstanding $1 billion of notes payable. Management believes that the need for working capital can be adequately met by utilizing lines of credit without maintaining large cash balances. 39
GULF POWER COMPANY 40
<TABLE> <CAPTION> GULF POWER COMPANY CONDENSED STATEMENTS OF INCOME (UNAUDITED) For the Three Months Ended March 31, 2002 2001 ------------- -------------- (in thousands) Operating Revenues: <S> <C> <C> Retail sales $133,494 $128,830 Sales for resale -- Non-affiliates 17,434 20,147 Affiliates 2,581 8,610 Other revenues 7,424 7,442 ------------- -------------- Total operating revenues 160,933 165,029 ------------- -------------- Operating Expenses: Fuel 36,755 49,332 Purchased power -- Non-affiliates 5,804 8,501 Affiliates 17,061 11,566 Other 26,925 27,226 Maintenance 18,189 13,459 Depreciation and amortization 17,291 16,675 Taxes other than income taxes 14,415 13,485 ------------- -------------- Total operating expenses 136,440 140,244 ------------- -------------- Operating Income 24,493 24,785 Other Income (Expense): Interest income 149 170 Other, net 1,627 (799) ------------- -------------- Earnings Before Interest and Income Taxes 26,269 24,156 ------------- -------------- Interest and Other: Interest expenses, net 6,986 6,273 Distributions on preferred securities of subsidiary 2,103 1,550 ------------- -------------- Total interest charges and other, net 9,089 7,823 ------------- -------------- Earnings Before Income Taxes 17,180 16,333 Income taxes 5,409 6,151 ------------- -------------- Net Income Before Cumulative Effect of Accounting Change 11,771 10,182 Cumulative effect of accounting change -- less income taxes of $42 thousand - 68 ------------- -------------- Net Income 11,771 10,250 Dividends on Preferred Stock 54 54 ------------- -------------- Net Income After Dividends on Preferred Stock $11,717 $10,196 ============= ============== The accompanying notes as they relate to GULF are an integral part of these condensed statements. </TABLE> 41
<TABLE> <CAPTION> GULF POWER COMPANY CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED) For the Three Months Ended March 31, 2002 2001 ------------- --------------- (in thousands) Operating Activities: <S> <C> <C> Net income $11,771 $10,250 Adjustments to reconcile net income to net cash provided from operating activities -- Depreciation and amortization 18,474 17,636 Deferred income taxes and investment tax credits, net (4,442) (269) Other, net (2,596) 87 Changes in certain current assets and liabilities -- Receivables, net (2,429) 26,708 Fossil fuel stock (8,048) (18,587) Materials and supplies 58 (225) Accounts payable 799 (18,470) Regulatory clauses under/over recovery 4,852 (3,462) Other 12,886 2,240 ------------- --------------- Net cash provided from operating activities 31,325 15,908 ------------- --------------- Investing Activities: Gross property additions (39,801) (46,419) Other (14,899) (5,281) ------------- --------------- Net cash used for investing activities (54,700) (51,700) ------------- --------------- Financing Activities: Decrease in notes payable, net (41,652) (23,000) Proceeds -- Other long-term debt 44,853 - Capital contributions from parent company 37,259 70,000 Retirements -- Other long-term debt - (71) Payment of preferred stock dividends (54) (54) Payment of common stock dividends (16,375) (13,500) Other (575) - ------------- --------------- Net cash provided from financing activities 23,456 33,375 ------------- --------------- Net Change in Cash and Cash Equivalents 81 (2,417) Cash and Cash Equivalents at Beginning of Period 2,244 4,381 ------------- --------------- Cash and Cash Equivalents at End of Period $ 2,325 $1,964 ============= =============== Supplemental Cash Flow Information: Cash paid during the period for -- Interest (net of amount capitalized) $11,808 $7,041 Income taxes (net of refunds) (1,467) 2,499 The accompanying notes as they relate to GULF are an integral part of these condensed statements. </TABLE> 42
<TABLE> <CAPTION> GULF POWER COMPANY CONDENSED BALANCE SHEETS (UNAUDITED) At March 31, At December 31, Assets 2002 2001 - ------ ------------------ -------------------- (in thousands) Current Assets: <S> <C> <C> Cash and cash equivalents $ 2,325 $ 2,244 Receivables -- Customer accounts receivable 63,919 64,113 Under recovered regulatory clauses 18,345 24,912 Other accounts and notes receivable 6,340 4,316 Affiliated companies 3,514 2,689 Accumulated provision for uncollectible accounts (1,292) (1,342) Fossil fuel stock, at average cost 55,703 47,655 Materials and supplies, at average cost 28,799 28,857 Other 6,184 12,662 ------------------ -------------------- Total current assets 183,837 186,106 ------------------ -------------------- Property, Plant, and Equipment: In service 1,979,116 1,951,512 Less accumulated provision for depreciation 921,437 912,581 ------------------ -------------------- 1,057,679 1,038,931 Construction work in progress 269,514 264,525 ------------------ -------------------- Property, plant, and equipment 1,327,193 1,303,456 ------------------ -------------------- Other Property and Investments 10,078 7,049 ------------------ -------------------- Deferred Charges and Other Assets: Deferred charges related to income taxes 16,932 16,766 Prepaid pension costs 31,515 29,980 Debt expense, being amortized 2,617 3,036 Premium on reacquired debt, being amortized 14,149 14,518 Other 12,641 12,222 ------------------ -------------------- Total deferred charges and other assets 77,854 76,522 ------------------ -------------------- Total Assets $1,598,962 $1,573,133 ================== ==================== The accompanying notes as they relate to GULF are an integral part of these condensed statements. </TABLE> 43
<TABLE> <CAPTION> GULF POWER COMPANY CONDENSED BALANCE SHEETS (UNAUDITED) At March 31, At December 31, Liabilities and Stockholder's Equity 2002 2001 - ------------------------------------ ---------------- -------------------- (in thousands) Current Liabilities: <S> <C> <C> Notes payable $ 45,659 $ 87,311 Accounts payable -- Affiliated 24,604 18,202 Other 22,564 38,308 Customer deposits 14,982 14,506 Taxes accrued -- Income taxes 10,868 8,162 Other 7,759 8,053 Interest accrued 7,415 8,305 Provision for rate refund 72 1,530 Vacation pay accrued 4,725 4,725 Regulatory clauses over recovery 2,005 3,719 Other 8,848 6,528 ---------------- -------------------- Total current liabilities 149,501 199,349 ---------------- -------------------- Long-term debt 511,838 467,784 ---------------- -------------------- Deferred Credits and Other Liabilities: Accumulated deferred income taxes 160,724 161,968 Deferred credits related to income taxes 27,349 28,293 Accumulated deferred investment tax credits 23,576 24,056 Employee benefits provisions 38,129 41,508 Other 31,114 26,045 ---------------- -------------------- Total deferred credits and other liabilities 280,892 281,870 ---------------- -------------------- Company obligated mandatorily redeemable preferred securities of subsidiary trusts holding company junior subordinated notes 115,000 115,000 ---------------- -------------------- Preferred stock 4,236 4,236 ---------------- -------------------- Common Stockholder's Equity: Common stock, without par value-- Authorized - 992,717 shares Outstanding - 992,717 shares 38,060 38,060 Paid-in capital 343,219 305,960 Premium on preferred stock 12 12 Retained earnings 156,204 160,862 ---------------- -------------------- Total common stockholder's equity 537,495 504,894 ---------------- -------------------- Total Liabilities and Stockholder's Equity $1,598,962 $1,573,133 ================ ==================== The accompanying notes as they relate to GULF are an integral part of these condensed statements. </TABLE> 44
GULF POWER COMPANY MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION FIRST QUARTER 2002 vs. FIRST QUARTER 2001 RESULTS OF OPERATIONS Earnings GULF's net income after dividends on preferred stock for the first quarter 2002 was $11.7 million compared to $10.2 million for the same period in 2001. Earnings for the first quarter 2002 increased by $1.5 million, or 14.9%, due primarily to an increase in other income. Significant income statement items appropriate for discussion include the following: Increase (Decrease) ---------------------------------- First Quarter ---------------------------------- (in thousands) % Retail sales............................ $4,664 3.6 Sales for resale - non-affiliates....... (2,713) (13.5) Sales for resale - affiliates........... (6,029) (70.0) Fuel expense............................ (12,577) (25.5) Purchased power - non-affiliates........ (2,697) (31.7) Purchased power - affiliates............ 5,495 47.5 Maintenance expense..................... 4,730 35.1 Other, net.............................. 2,426 303.6 Retail sales. Excluding the recovery of fuel expense and certain other expenses that do not affect net income, retail sales increased by $5.1 million, or 6.7%, for the first quarter 2002. During the first quarter 2002, retail sales revenue was higher primarily due to growth in the number of residential customers served by GULF, as well as revenues subject to refund of $2.5 million in 2001. There are no revenues subject to refund for the first quarter of 2002. Sales for resale - non-affiliates. In the first quarter 2002, sales for resale to non-affiliates decreased when compared to the corresponding period in 2001 due mainly to reduced demand for energy by these customers. These transactions do not have a significant impact on earnings since the energy is usually sold at variable cost. Sales for resale - affiliates and Purchased power - affiliates. Revenues from sales for resale to affiliated companies, as well as purchases of energy, within the SOUTHERN system will vary depending on demand and the availability and cost of generating resources at each company. These transactions do not have a significant impact on earnings. 45
GULF POWER COMPANY MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION Fuel expense. The decrease in fuel expense during the first quarter of 2002 is mainly attributed to reduced generation of energy, as well as lower average fuel costs when compared to the same period in 2001. Since energy expenses are generally offset by energy revenues through GULF's fuel cost recovery mechanism, these expenses do not have a significant impact on net income. Purchased power - non-affiliates. During the first quarter 2002, purchased power from non-affiliates decreased due primarily to lower costs for this energy when compared to the same period in 2001. Since energy expenses are generally offset by energy revenues through GULF's purchased power capacity clause recovery mechanism, these expenses do not have a significant impact on net income. Maintenance expense. The first quarter 2002 increase in maintenance expense primarily resulted from increased scheduled production maintenance when compared to the first quarter of the previous year. Other, net. Other, net increased during the first quarter 2002 when compared to the same period in the prior year due mainly to a higher allowance for equity funds used during construction related to the construction of GULF's new combined cycle unit, Plant Smith Unit 3. Future Earnings Potential The results of operations discussed above are not necessarily indicative of future earnings potential. The level of future earnings depends on numerous factors including regulatory matters and the effect of weather and the economy on energy sales. With the enactment of the Energy Act and new legislation being discussed at federal and state levels to expand customer choice, GULF is positioning the business to meet the challenge of increasing competition. For additional information, see Item 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS - "Future Earnings Potential" of GULF and Item 1 - BUSINESS - "Competition" in the Form 10-K. Compliance costs related to the Clean Air Act could affect earnings if such costs are not fully recovered through GULF's Environmental Cost Recovery Clause. For additional information about the Clean Air Act and other environmental issues, see Item 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS - "Environmental Matters" of GULF in the Form 10-K. In 1999, the Florida PSC approved GULF's plan to reduce its authorized rate of return, reduce retail base rates and share revenues with its customers. For additional information, see Item 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS - "Future Earnings Potential" of GULF in the Form 10-K. In April 2002, the Florida PSC approved an annual base rate increase for GULF of $53.2 million to be effective in June 2002. Reference is made to Note (J) in the "Notes to the Condensed Financial Statements" herein and Item 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS - "Future Earnings Potential" of GULF in the Form 10-K for additional information. 46
GULF POWER COMPANY MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION On April 25, 2002, the Stakeholder Advisory Committee met and selected the final four candidates that will be considered for the SeTrans ISA. Reference is made to Item 1 - BUSINESS - "Certain Factors Affecting the Industry" and Item 7 - - MANAGEMENT'S DISCUSSION AND ANALYSIS - "Industry Restructuring" of GULF in the Form 10-K for additional information. Reference is also made to Item 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS - "Environmental Matters" and Note 3 to the financial statements of GULF in the Form 10-K for information on EPA litigation. Reference is made to Notes (C) through (E) and (J) in the "Notes to the Condensed Financial Statements" herein for discussion of various contingencies and other matters which may affect future earnings potential. Reference is also made to Part II - Item 1 - "Legal Proceedings" herein. Accounting Policies Critical Policy GULF's significant accounting policies are described in Note 1 to the financial statements of GULF in Item 8 of the Form 10-K. GULF's only critical accounting policy involves rate regulation. GULF is subject to the provisions of FASB Statement No. 71, "Accounting for the Effects of Certain Types of Regulation". In the event that a portion of GULF's operations is no longer subject to these provisions, GULF would be required to write off related regulatory assets and liabilities that are not specifically recoverable, and determine if any other assets, including plant, have been impaired. New Accounting Standards Effective January 1, 2001, GULF adopted FASB Statement No. 133 "Accounting for Derivatives and Hedging Activities," as amended, and changed the method of accounting for derivative instruments. Derivatives are now reflected on the Condensed Balance Sheet as either an asset or liability measured at fair market value, and the changes in the fair value are currently recognized in earnings unless specific hedge accounting criteria are met. An additional interpretation of Statement No. 133 may result in a change -- effective on April 1, 2002 -- in accounting for certain contracts related to fuel supplies that contain quantity options. If these contracts are derivatives, they will be marked to market. However, due to the existence of specific cost-based fuel recovery clauses for GULF, this change is not expected to have a material impact on net income. In June 2001, the FASB issued Statement No. 143, "Asset Retirement Obligations," which establishes new accounting and reporting standards for legal obligations associated with retiring assets. The liability for an asset's future retirement must be recorded in the period in which the liability is incurred. The cost must be capitalized as part of the related long-lived asset and depreciated over the asset's useful life. Changes in the liability resulting from the passage of time will be recognized as operating expenses. Statement No. 143 must be adopted by January 1, 2003. GULF is currently assessing the impact of adopting Statement No. 143 on its financial statements. 47
GULF POWER COMPANY MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION FINANCIAL CONDITION Overview Major changes in GULF's financial condition during the first three months of 2002 included the addition of approximately $39.8 million to utility plant. The funds for these additions and other capital requirements were derived primarily from operations, other long-term debt and capital contributions from SOUTHERN. See GULF's Condensed Statements of Cash Flows for further details. Credit Rating Risk GULF does not have any credit agreements that would require material changes in payment schedules or terminations as a result of a credit rating downgrade. Exposure to Market Risks GULF's market risk exposures relative to interest rate changes have not changed materially compared with the previous reporting period, December 31, 2001. In addition, GULF is not aware of any facts or circumstances that would significantly affect such exposures in the near term. Due to cost-based rate regulations, GULF has limited exposure to market volatility in interest rates, commodity fuel prices, and prices of electricity. To mitigate residual risks relative to movements in electricity prices, GULF entered into fixed price contracts for the purchase and sale of electricity through the wholesale electricity market and, to a lesser extent, similar contracts for gas purchases. Realized gains and losses are recognized in the Statements of Income as incurred. At March 31, 2002, exposure from these activities was not material to GULF's financial statements. Fair value of changes in energy trading contracts and valuations at March 31, 2002 are as follows: Year-to-Date Changes ---------------------- Fair Value - ------------------------------------------ ---------------------- (in thousands) Contracts beginning of year $ (110) Contracts realized or settled 20 New contracts at inception - Changes in valuation techniques - Current period changes (178) - ------------------------------------------ ---------------------- Contracts at March 31, 2002 $ (268) ========================================== ====================== 48
GULF POWER COMPANY MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION Source of March 31, 2002 Valuation Prices ------------------------------------ Total Maturity ------------------------ Fair Value Year 1 1-3 Years - ---------------------------- ------------------------------------ (in thousands) - ----------------------------- ----------- ----------- ------------ Actively quoted $ (268) $(273) $ 5 External sources - - - Models and other method - - - - ----------------------------- ----------- ----------- ------------ Contracts at March 31, 2002 $ (268) $(273) $ 5 ============================= =========== =========== ============ Reference is made to Item 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS - "Exposure to Market Risks" of GULF in the Form 10-K and Note 1 to the financial statements of GULF in Item 8 of the Form 10-K for additional information. Financing Activities In January 2002, GULF issued $45 million of Series E 6.00% Senior Notes due January 30, 2012. The proceeds from the sale were used by GULF to finance certain construction costs incurred in connection with Plant Smith Unit 3, GULF's 574 megawatt combined cycle facility, which was placed in service in April 2002, and for general corporate purposes. GULF plans to continue, to the extent possible, a program to retire higher cost debt and replace these securities with lower-cost capital. Capital Requirements Reference is made to Item 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS of GULF under "Capital Requirements for Construction", "Other Capital Requirements" and "Environmental Matters" in the Form 10-K for a description of GULF's capital requirements for its construction program and environmental compliance efforts. Sources of Capital In addition to the financing activities previously described herein, GULF plans to obtain the funds required for construction and other purposes from sources similar to those used in the past. The amount, type and timing of any financings--if needed--will depend upon maintenance of adequate earnings, regulatory approval, prevailing market conditions and other factors. See Item 1 - - BUSINESS - "Financing Programs" in the Form 10-K for additional information. To meet short-term cash needs and contingencies, GULF had at March 31, 2002 approximately $2.3 million of cash and cash equivalents and $113 million of unused committed lines of credit with banks that expire at various times in 2002. The credit arrangements provide liquidity support to GULF's obligations with respect to variable rate pollution control bonds and commercial paper. GULF may also meet short-term cash needs through a SOUTHERN subsidiary organized to issue and sell commercial paper at the request and for the benefit of GULF and other SOUTHERN subsidiaries. At March 31, 2002, GULF had outstanding $45.7 million of notes payable. Management believes that the need for working capital can be adequately met by utilizing lines of credit without maintaining large cash balances. 49
MISSISSIPPI POWER COMPANY 50
<TABLE> <CAPTION> MISSISSIPPI POWER COMPANY CONDENSED STATEMENTS OF INCOME (UNAUDITED) For the Three Months Ended March 31, 2002 2001 ----------------------------- (in thousands) Operating Revenues: <S> <C> <C> Retail sales $118,467 $114,579 Sales for resale -- Non-affiliates 52,152 40,288 Affiliates 9,613 11,988 Other revenues 2,826 4,457 ------------- --------------- Total operating revenues 183,058 171,312 ------------- --------------- Operating Expenses: Fuel 60,202 37,484 Purchased power -- Non-affiliates 2,841 14,623 Affiliates 7,406 31,536 Other 35,361 26,369 Maintenance 20,671 13,848 Depreciation and amortization 14,512 11,916 Taxes other than income taxes 13,192 11,921 ------------- --------------- Total operating expenses 154,185 147,697 ------------- --------------- Operating Income 28,873 23,615 Other Income: Interest income 86 144 Other, net 107 207 ------------- --------------- Earnings Before Interest and Income Taxes 29,066 23,966 ------------- --------------- Interest Expense and Other: Interest expense, net 5,046 6,946 Distributions on preferred securities of subsidiary 748 678 ------------- --------------- Total interest charges and other, net 5,794 7,624 ------------- --------------- Earnings Before Income Taxes 23,272 16,342 Income taxes 8,787 6,124 ------------- --------------- Net Income Before Cumulative Effect of Accounting Change 14,485 10,218 Cumulative effect of accounting change -- less income taxes of $43 thousand - 70 ------------- --------------- Net Income 14,485 10,288 Dividends on Preferred Stock 503 531 ------------- --------------- Net Income After Dividends on Preferred Stock $13,982 $ 9,757 ============= =============== The accompanying notes as they relate to MISSISSIPPI are an integral part of these condensed statements. </TABLE> 51
<TABLE> <CAPTION> MISSISSIPPI POWER COMPANY CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED) For the Three Months Ended March 31, 2002 2001 ------------ --------------- (in thousands) Operating Activities: <S> <C> <C> Net income $14,485 $10,288 Adjustments to reconcile net income to net cash provided from operating activities -- Depreciation and amortization 15,531 12,892 Deferred income taxes and investment tax credits, net (5,429) (1,443) Other, net 3,063 (5,331) Changes in certain current assets and liabilities -- Receivables, net 15,279 6,568 Fossil fuel stock (310) (13,020) Materials and supplies (989) 133 Accounts payable (8,184) (1,545) Other (20,603) (15,268) ------------ --------------- Net cash provided from (used for) operating activities 12,843 (6,726) ------------ --------------- Investing Activities: Gross property additions (18,687) (14,151) Other (6,807) (3,972) ------------ --------------- Net cash used for investing activities (25,494) (18,123) ------------ --------------- Financing Activities: Increase in notes payable, net 19,958 34,200 Proceeds -- Senior notes 80,000 - Preferred securities 35,000 - Capital contributions from parent company 220 - Retirements -- Senior notes (80,104) (379) Payment of preferred stock dividends (503) (531) Payment of common stock dividends (15,875) (12,800) ------------ --------------- Net cash provided from financing activities 38,696 20,490 ------------ --------------- Net Change in Cash and Cash Equivalents 26,045 (4,359) Cash and Cash Equivalents at Beginning of Period 18,950 7,531 ------------ --------------- Cash and Cash Equivalents at End of Period $44,995 $ 3,172 ============ =============== Supplemental Cash Flow Information: Cash paid during the period for -- Interest (net of amount capitalized) $2,233 $5,785 Income taxes (net of refunds) $6,502 $1,472 The accompanying notes as they relate to MISSISSIPPI are an integral part of these condensed statements. </TABLE> 52
<TABLE> <CAPTION> MISSISSIPPI POWER COMPANY CONDENSED BALANCE SHEETS (UNAUDITED) At March 31, At December 31, Assets 2002 2001 - ------ ------------------ -------------------- (in thousands) Current Assets: <S> <C> <C> Cash and cash equivalents $ 44,995 $ 18,950 Receivables -- Customer accounts receivable 49,941 48,200 Under recovered regulatory clauses 18,350 15,086 Other accounts and notes receivable 11,270 26,068 Affiliated companies 16,957 22,569 Accumulated provision for uncollectible accounts (730) (856) Fossil fuel stock, at average cost 31,799 31,489 Materials and supplies, at average cost 24,212 23,223 Other 24,095 16,002 ------------------ -------------------- Total current assets 220,889 200,731 ------------------ -------------------- Property, Plant, and Equipment: In service 1,746,409 1,741,499 Less accumulated provision for depreciation 707,505 698,681 ------------------ -------------------- 1,038,904 1,042,818 Construction work in progress 49,926 38,253 ------------------ -------------------- Property, plant, and equipment 1,088,830 1,081,071 ------------------ -------------------- Other Property and Investments 4,575 1,900 ------------------ -------------------- Deferred Charges and Other Assets: Deferred charges related to income taxes 13,200 13,394 Prepaid pension costs 12,056 11,171 Debt expense, being amortized 4,211 4,396 Premium on reacquired debt, being amortized 6,548 6,719 Other 13,656 20,821 ------------------ -------------------- Total deferred charges and other assets 49,671 56,501 ------------------ -------------------- Total Assets $1,363,965 $1,340,203 ================== ==================== The accompanying notes as they relate to MISSISSIPPI are an integral part of these condensed statements. </TABLE> 53
<TABLE> <CAPTION> MISSISSIPPI POWER COMPANY CONDENSED BALANCE SHEETS (UNAUDITED) At March 31, At December 31, Liabilities and Stockholder's Equity 2002 2001 - ------------------------------------ ------------------- -------------------- (in thousands) Current Liabilities: <S> <C> <C> Securities due within one year $ 35,020 $ 80,020 Notes payable 35,931 15,973 Accounts payable -- Affiliated 17,248 6,175 Other 64,834 92,538 Customer deposits 6,960 6,540 Taxes accrued -- Income taxes 22,695 14,981 Other 12,489 35,282 Interest accrued 8,057 5,079 Vacation pay accrued 5,810 5,810 Regulatory clauses over recovery 21,674 13,296 Other 9,157 12,041 ------------------- -------------------- Total current liabilities 239,875 287,735 ------------------- -------------------- Long-term debt 313,661 233,753 ------------------- -------------------- Deferred Credits and Other Liabilities: Accumulated deferred income taxes 136,051 138,913 Deferred credits related to income taxes 22,919 23,626 Accumulated deferred investment tax credits 21,964 22,268 Employee benefits provisions 37,977 37,564 Workforce reduction plan 7,899 8,263 Other 26,803 29,592 ------------------- -------------------- Total deferred credits and other liabilities 253,613 260,226 ------------------- -------------------- Company obligated mandatorily redeemable preferred securities of subsidiary trust holding company junior subordinated notes 35,000 35,000 ------------------- -------------------- Preferred stock 31,809 31,809 ------------------- -------------------- Common Stockholder's Equity: Common stock equity -- Authorized - 1,130,000 shares Outstanding - 1,121,000 shares Par value 37,691 37,691 Paid-in capital 267,476 267,256 Premium on preferred stock 326 326 Retained earnings 184,514 186,407 ------------------- -------------------- Total common stockholder's equity 490,007 491,680 ------------------- -------------------- Total Liabilities and Stockholder's Equity $1,363,965 $1,340,203 =================== ==================== The accompanying notes as they relate to MISSISSIPPI are an integral part of these condensed statements. </TABLE> 54
MISSISSIPPI POWER COMPANY MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION FIRST QUARTER 2002 vs. FIRST QUARTER 2001 RESULTS OF OPERATIONS Earnings MISSISSIPPI's net income after dividends on preferred stock for the first quarter 2002 was $14.0 million compared to $9.8 million for the corresponding period of 2001. Earnings for the first quarter 2002 increased $4.2 million, or 43.3%, primarily due to higher operating revenues and lower interest expense. Significant income statement items appropriate for discussion include the following: Increase (Decrease) --------------------------------- First Quarter --------------------------------- (in thousands) % Retail sales............................. $3,888 3.4 Sales for resale - non-affiliates........ 11,864 29.4 Sales for resale - affiliates............ (2,375) (19.8) Other revenues........................... (1,631) (36.6) Fuel expense............................. 22,718 60.6 Purchased power - non-affiliates......... (11,782) (80.6) Purchased power - affiliates............. (24,130) (76.5) Other operation expense.................. 8,992 34.1 Maintenance expense...................... 6,823 49.3 Depreciation and amortization............ 2,596 21.8 Retail sales. Excluding fuel revenues, which generally do not affect net income, retail sales revenue was up by $10.6 million, or 17%, in the first quarter 2002 when compared to the corresponding period in 2001 due to higher retail energy sales and the retail rate increase which took effect in January 2002. Retail energy sales in the first quarter 2002 compared to the same period in 2001 increased mainly due to colder than average weather. Sales for resale - non-affiliates. During the first quarter 2002, sales for resale to non-affiliates increased mainly due to demand for energy by non-affiliates and additional power sales as a result of the commercial operation in May 2001 of Plant Daniel Units 3 and 4 when compared to the corresponding periods in 2001. Sales for resale - affiliates and Purchased power - affiliates. Revenues from sales for resale to affiliated companies, as well as purchases of energy, within the SOUTHERN system will vary depending on demand and the availability and cost of generating resources at each company. These transactions do not have a significant impact on earnings. Other revenues. The decrease in this item in the first quarter of 2002 when compared to the same period in 2001 is mainly due to the sale of inventory in the first quarter of 2001. 55
MISSISSIPPI POWER COMPANY MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION Fuel expense. Higher fuel expenses in the first quarter of 2002 when compared to the same period in the prior year are primarily attributed to increased generation. Commercial operation of Plant Daniel Units 3 and 4, since May 2001, is also a factor contributing to the increased fuel expense. Since energy expenses are generally offset by energy revenues through MISSISSIPPI's fuel cost recovery clause, these expenses do not have a significant impact on earnings. Purchased power - non-affiliates. In the first quarter 2002, purchased power from non-affiliates decreased due primarily to commercial operation of the new units at Plant Daniel in May 2001. These transactions do not have a significant impact on net income since energy expenses are generally offset by energy revenues through MISSISSIPPI's fuel cost recovery clause. Other operation expense. In the first quarter 2002, other operation expense increased over the same period in 2001 primarily a result of lease payments related to the commercial operation of Plant Daniel Units 3 and 4 which began in May 2001. Maintenance expense. During the first quarter of 2002, maintenance expense increased when compared to the corresponding period in 2001 primarily as a result of scheduled maintenance performed at Plant Watson and Plant Daniel. Depreciation and amortization. The first quarter 2002 increase over the corresponding period in 2001 is primarily due to amortization of MISSISSIPPI's regulatory asset related to the ECO Plan. For additional information about the ECO Plan, see Item 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS - "Environmental Matters" of MISSISSIPPI in the Form 10-K. Future Earnings Potential The results of operations discussed above are not necessarily indicative of future earnings potential. The level of future earnings depends on numerous factors including regulatory matters, the effect of weather, and the economy on energy sales. In December 2001, the Mississippi PSC approved MISSISSIPPI'S annual retail rate increase of approximately $39 million which became effective in January 2002. For additional information, see Note (K) in the "Notes to the Condensed Financial Statements" herein. Reference is made to Item 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS - "Future Earnings Potential" of MISSISSIPPI in the Form 10-K regarding the settlement agreement between MISSISSIPPI and certain wholesale customers to increase its wholesale tariff rates effective June 1, 2002. In March 2002, that agreement was filed with the FERC for approval. On April 19, 2002, the FERC accepted for filing the settlement agreement and placed the new tariff rates in effect June 1, 2002 without modifying the agreement reached between MISSISSIPPI and its customers. For additional information, see Note (L) in the "Notes to the Condensed Financial Statements" herein. With the enactment of the Energy Act and new legislation being discussed at the federal level to expand customer choice, MISSISSIPPI is positioning the business to meet the challenge of increasing competition. For additional information, see Item 1 - BUSINESS - "Competition" and Item 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS - "Future Earnings Potential" of MISSISSIPPI in the Form 10-K. 56
MISSISSIPPI POWER COMPANY MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION MISSISSIPPI's 2002 ECO Plan filing was approved, as filed, by the Mississippi PSC on March 5, 2002 and resulted in a slight increase in rates. Compliance costs related to the Clean Air Act could affect earnings if such costs cannot continue to be recovered. For additional information about the Clean Air Act and other environmental issues, see Item 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS - "Environmental Matters" of MISSISSIPPI in the Form 10-K. On April 25, 2002, the Stakeholder Advisory Committee met and selected the final four candidates that will be considered for the SeTrans ISA. Reference is made to Item 1 - BUSINESS - "Certain Factors Affecting the Industry" and Item 7 - - MANAGEMENT'S DISCUSSION AND ANALYSIS - "Industry Restructuring" of MISSISSIPPI in the Form 10-K for additional information. Reference is also made to Item 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS - "Environmental Matters" and Note 3 to the financial statements of MISSISSIPPI in the Form 10-K for information on EPA litigation. Reference is made to Notes (C) through (E), (K) and (L) in the "Notes to the Condensed Financial Statements" herein for discussion of various contingencies and other matters which may affect future earnings potential. Reference is also made to Part II - Item 1 - "Legal Proceedings" herein. Accounting Policies Critical Policy MISSISSIPPI's significant accounting policies are described in Note 1 to the financial statements of MISSISSIPPI in Item 8 of the Form 10-K. MISSISSIPPI's critical accounting policy involves rate regulation. MISSISSIPPI is subject to the provisions of FASB Statement No. 71, "Accounting for the Effects of Certain Types of Regulation". In the event that a portion of MISSISSIPPI's operations is no longer subject to these provisions, MISSISSIPPI would be required to write off related regulatory assets and liabilities that are not specifically recoverable, and determine if any other assets, including plant, have been impaired. Additionally, MISSISSIPPI accounts for its lease agreement with Escatawpa Funding, Limited Partnership (Escatawpa) as an operating lease. Under this agreement, Escatawpa, a special purpose entity, is owner-lessor of the combined-cycle generating units at MISSISSIPPI's Plant Daniel. MISSISSIPPI does not consolidate this entity since parties unrelated to MISSISSIPPI have made substantive residual equity capital investments in excess of 3 percent. The FASB is in the process of issuing a draft addressing issues related to identifying and accounting for certain special purpose entities. One contemplated change would increase the three percent outside equity requirement to 10 percent. This interpretation is in draft form; therefore, final conclusions may differ from the draft. However, certain changes to the accounting guidance could result in MISSISSIPPI having to change its accounting for this lease agreement, including having to consolidate the leased asset and related debt. New Accounting Standards Effective January 1, 2001, MISSISSIPPI adopted FASB Statement No. 133 "Accounting for Derivatives and Hedging Activities," as amended, and changed the method of accounting for derivative instruments. Derivatives are now reflected on the Condensed Balance Sheet as either an asset or liability measured at fair market value, and the changes in the fair value are currently recognized in earnings unless specific hedge accounting criteria are met. An additional interpretation of Statement No. 133 may result in a change -- effective on April 1, 2002 -- in accounting for certain contracts 57
MISSISSIPPI POWER COMPANY MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION related to fuel supplies that contain quantity options. If these contracts are derivatives, they will be marked to market. However, due to the existence of specific cost-based fuel recovery clauses for MISSISSIPPI, this change is not expected to have a material impact on net income. In June 2001, the FASB issued Statement No. 143, "Asset Retirement Obligations," which establishes new accounting and reporting standards for legal obligations associated with retiring assets. The liability for an asset's future retirement must be recorded in the period in which the liability is incurred. The cost must be capitalized as part of the related long-lived asset and depreciated over the asset's useful life. Changes in the liability resulting from the passage of time will be recognized as operating expenses. Statement No. 143 must be adopted by January 1, 2003. MISSISSIPPI is currently assessing the impact of adopting Statement No. 143 on its financial statements. FINANCIAL CONDITION Overview Major changes in MISSISSIPPI's financial condition during the first three months of 2002 included the addition of approximately $18.7 million to utility plant. The funds for these additions and other capital requirements were derived primarily from operations. See MISSISSIPPI's Condensed Statements of Cash Flows for further details. Off-Balance Sheet Financing Arrangements In May 2001, MISSISSIPPI began the initial 10-year term of an operating lease agreement signed in 1999 with Escatawpa, a special purpose entity, to use a combined-cycle generating facility located at MISSISSIPPI's Plant Daniel. The facility cost approximately $370 million. The lease provides for a residual value guarantee -- approximately 71 percent of the completion cost -- by MISSISSIPPI that is due upon termination of the lease in certain circumstances. Reference is made to Note 4 to the financial statements in Item 8 of MISSISSIPPI in the Form 10-K for additional information. Credit Rating Risk MISSISSIPPI does not have any credit agreements that would require material changes in payment schedules or terminations as a result of a credit rating downgrade. There are certain fixed-price physical gas purchase contracts that could require collateral - but not accelerated payment - in the event of a credit rating change to below investment grade; however, at March 31, 2002, this exposure was immaterial. Exposure to Market Risks MISSISSIPPI's market risk exposures relative to interest rate changes have not changed materially compared with the previous reporting period, December 31, 2001. In addition, MISSISSIPPI is not aware of any facts or circumstances that would significantly affect such exposures in the near term. 58
MISSISSIPPI POWER COMPANY MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION Due to cost-based rate regulations, MISSISSIPPI has limited exposure to market volatility in interest rates, commodity fuel prices, and prices of electricity. To mitigate residual risks relative to movements in electricity prices, MISSISSIPPI enters into fixed price contracts for the purchase and sale of electricity through the wholesale electricity market. Realized gains and losses are recognized in the income statements as incurred. At March 31, 2002, exposure from these activities was not material to MISSISSIPPI's financial statements. Also, based on MISSISSIPPI's overall variable rate long-term debt exposure at March 31, 2002, a near-term 100 basis point change in interest rates would not materially affect MISSISSIPPI's financial statements. Fair value of changes in energy trading contracts and year-end valuations are as follows: Year-to-Date Changes ---------------------- Fair Value - ------------------------------------------ ---------------------- (in thousands) Contracts beginning of year $ (3,830) Contracts realized or settled 20 New contracts at inception - Changes in valuation techniques - Current period changes 8,990 - ------------------------------------------ ---------------------- Contracts at March 31, 2002 $ 5,180 ========================================== ====================== Source of March 31, 2002 Valuation Prices ------------------------------------ Total Maturity ------------------------ Fair Value Year 1 1-3 Years - ----------------------------- ----------- ----------- ------------ (in thousands) - ----------------------------- ----------- ----------- ------------ Actively quoted $ 5,180 $2,338 $2,842 External sources - - - Models and other methods - - - - ----------------------------- ----------- ----------- ------------ Contracts at March 31, 2002 $5,180 $2,338 $2,842 ============================= =========== =========== ============ Reference is made to Item 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS - "Exposure to Market Risks" of MISSISSIPPI in the Form 10-K and Note 1 to the financial statements of MISSISSIPPI in Item 8 of the Form 10-K for additional information. Financing Activities In March 2002, MISSISSIPPI issued $80 million of Series D Floating Rate Senior Notes due March 12, 2004. The proceeds of the sale were used to repay $80 million of Series C Floating Rate Senior Notes due March 28, 2002. Also in March 2002, Mississippi Power Capital Trust II, a statutory business trust, sold $35 million of its 7.20% trust originated preferred securities, which are guaranteed by MISSISSIPPI, for the purpose of redeeming in May 2002, $35 million of Mississippi Power Capital Trust I 7.75% trust originated preferred securities. The 7.75% trust originated preferred securities are classified under current liabilities as securities due within one year in MISSISSIPPI's Condensed Balance Sheet herein. MISSISSIPPI plans to continue, to the extent possible, a program to retire higher cost debt and replace these securities with lower-cost capital. 59
MISSISSIPPI POWER COMPANY MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION Capital Requirements Reference is made to Item 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS of MISSISSIPPI under "Capital Requirements for Construction," "Environmental Matters" and "Other Capital Requirements" and Note 3 to the financial statements in the Form 10-K for a description of MISSISSIPPI's capital requirements for its construction program, environmental compliance efforts, sinking fund requirements and maturities of long-term debt. Sources of Capital In addition to the financing activities previously described herein, MISSISSIPPI plans to obtain the funds required for construction and other purposes from sources similar to those used in the past. The amount, type and timing of any financings--if needed--will depend upon maintenance of adequate earnings, regulatory approval, prevailing market conditions and other factors. See Item 1 - - BUSINESS - "Financing Programs" in the Form 10-K for additional information. To meet short-term cash needs and contingencies, MISSISSIPPI had at March 31, 2002 approximately $45 million of cash and cash equivalents and approximately $88.5 million of unused committed credit arrangements with banks. Of MISSISSIPPI's committed lines of credit, $119.5 million expires in 2002 and $5 million expires in 2003. The credit arrangements provide liquidity support to MISSISSIPPI's obligation with respect to variable rate pollution control bonds and commercial paper. MISSISSIPPI may also meet short-term cash needs through a SOUTHERN subsidiary organized to issue and sell commercial paper at the request and for the benefit of MISSISSIPPI and other SOUTHERN subsidiaries. At March 31, 2002, MISSISSIPPI had outstanding $35.9 million of notes payable. Management believes that the need for working capital can be adequately met by utilizing lines of credit without maintaining large cash balances. 60
SAVANNAH ELECTRIC AND POWER COMPANY 61
<TABLE> <CAPTION> SAVANNAH ELECTRIC AND POWER COMPANY CONDENSED STATEMENTS OF INCOME (UNAUDITED) For the Three Months Ended March 31, 2002 2001 ------------------------------ (in thousands) Operating Revenues: <S> <C> <C> Retail sales $54,947 $58,419 Sales for resale -- Non-affiliates 933 1,558 Affiliates 898 1,227 Other revenues 600 487 -------------- --------------- Total operating revenues 57,378 61,691 -------------- --------------- Operating Expenses: Fuel 8,928 9,394 Purchased power -- Non-affiliates 1,067 2,326 Affiliates 12,127 15,748 Other 13,072 11,681 Maintenance 5,325 6,048 Depreciation and amortization 6,509 6,460 Taxes other than income taxes 3,485 3,235 -------------- --------------- Total operating expenses 50,513 54,892 -------------- --------------- Operating Income 6,865 6,799 Other Income (Expense): Interest income 13 33 Other, net (639) (611) -------------- --------------- Earnings Before Interest and Income Taxes 6,239 6,221 -------------- --------------- Interest Charges and Other: Interest expense, net 2,769 3,276 Distributions on preferred securities of subsidiary 685 685 -------------- --------------- Total interest charges and other, net 3,454 3,961 -------------- --------------- Earnings Before Income Taxes 2,785 2,260 Income taxes 983 806 -------------- --------------- Net Income Before Cumulative Effect of Accounting Change 1,802 1,454 Cumulative effect of accounting change -- less income taxes of $14 thousand - 22 -------------- --------------- Net Income $ 1,802 $ 1,476 ============== =============== The accompanying notes as they relate to SAVANNAH are an integral part of these condensed statements. </TABLE> 62
<TABLE> <CAPTION> SAVANNAH ELECTRIC AND POWER COMPANY CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED) For the Three Months Ended March 31, 2002 2001 ------------- --------------- (in thousands) Operating Activities: <S> <C> <C> Net income $1,802 $1,476 Adjustments to reconcile net income to net cash provided from operating activities -- Depreciation and amortization 6,419 6,999 Deferred income taxes and investment tax credits, net (4,453) (699) Other, net (256) 2,140 Changes in certain current assets and liabilities -- Receivables, net 8,986 4,530 Fossil fuel stock 1,869 (1,143) Materials and supplies 3,294 (206) Accounts payable 492 (9,931) Other (4,118) 2,054 ------------- --------------- Net cash provided from operating activities 14,035 5,220 ------------- --------------- Investing Activities: Gross property additions (9,565) (11,068) Other, net (15) 1,467 ------------- --------------- Net cash used for investing activities (9,580) (9,601) ------------- --------------- Financing Activities: Increase (decrease) in notes payable, net (91) 14,415 Proceeds -- Other long-term debt 356 - Capital contributions from parent company 822 - Retirements -- First mortgage bonds (436) - Other long-term debt - (254) Payment of common stock dividends (5,675) (5,500) ------------- --------------- Net cash provided from (used for) financing activities (5,024) 8,661 ------------- --------------- Net Change in Cash and Cash Equivalents (569) 4,280 Cash and Cash Equivalents at Beginning of Period 2,391 - ------------- --------------- Cash and Cash Equivalents at End of Period $1,822 $4,280 ============= =============== Supplemental Cash Flow Information: Cash paid during the period for -- Interest (net of amount capitalized) $1,556 $3,532 Income taxes (net of refunds) 6,806 (3,459) The accompanying notes as they relate to SAVANNAH are an integral part of these condensed statements. </TABLE> 63
<TABLE> <CAPTION> SAVANNAH ELECTRIC AND POWER COMPANY CONDENSED BALANCE SHEETS (UNAUDITED) At March 31, At December 31, Assets 2002 2001 - ------ ------------------ -------------------- (in thousands) Current Assets: <S> <C> <C> Cash and cash equivalents $ 1,822 $ 2,391 Receivables -- Customer accounts receivable 30,942 29,959 Under recovered retail fuel clause revenue - 11,974 Other accounts and notes receivable 2,487 2,882 Affiliated companies 3,466 1,170 Accumulated provision for uncollectible accounts (396) (500) Fossil fuel stock, at average cost 7,982 9,851 Materials and supplies, at average cost 9,675 12,969 Prepaid Taxes 17,925 12,511 Other 2,167 586 ------------------ -------------------- Total current assets 76,070 83,793 ------------------ -------------------- Property, Plant, and Equipment: In service 858,235 855,290 Less accumulated provision for depreciation 408,496 402,492 ------------------ -------------------- 449,739 452,798 Construction work in progress 15,408 8,540 ------------------ -------------------- Property, plant, and equipment 465,147 461,338 ------------------ -------------------- Other Property and Investments 3,101 2,742 ------------------ -------------------- Deferred Charges and Other Assets: Deferred charges related to income taxes 12,135 12,283 Cash surrender value of life insurance for deferred compensation plans 20,002 20,002 Debt expense, being amortized 3,142 3,197 Premium on reacquired debt, being amortized 6,718 6,890 Other 7,254 4,498 ------------------ -------------------- Total deferred charges and other assets 49,251 46,870 ------------------ -------------------- Total Assets $593,569 $594,743 ================== ==================== The accompanying notes as they relate to SAVANNAH are an integral part of these condensed statements. </TABLE> 64
<TABLE> <CAPTION> SAVANNAH ELECTRIC AND POWER COMPANY CONDENSED BALANCE SHEETS (UNAUDITED) At March 31, At December 31, Liabilities and Stockholder's Equity 2002 2001 - ------------------------------------ ----------------- -------------------- (in thousands) Current Liabilities: <S> <C> <C> Securities due within one year $ 823 $ 1,178 Notes payable 32,068 32,159 Accounts payable -- Affiliated 6,616 5,087 Other 8,868 10,160 Customer deposits 6,637 6,237 Taxes accrued -- Income taxes 1,218 2,587 Other 2,737 1,668 Interest accrued 5,650 4,014 Vacation pay accrued 2,390 2,361 Other 5,442 9,097 ----------------- -------------------- Total current liabilities 72,449 74,548 ----------------- -------------------- Long-term debt 160,984 160,709 ----------------- -------------------- Deferred Credits and Other Liabilities: Accumulated deferred income taxes 78,476 77,331 Deferred credits related to income taxes 13,443 13,776 Accumulated deferred investment tax credits 9,786 9,952 Employee benefits provisions 29,209 27,486 Other 15,355 14,023 ----------------- -------------------- Total deferred credits and other liabilities 146,269 142,568 ----------------- -------------------- Company obligated mandatorily redeemable preferred securities of subsidiary trusts holding company junior subordinated notes 40,000 40,000 ----------------- -------------------- Common Stockholder's Equity: Common stock, par value $5 per share -- Authorized - 16,000,000 shares Outstanding - 10,844,635 shares Par value 54,223 54,223 Paid-in capital 13,649 12,826 Retained earnings 105,995 109,869 ----------------- -------------------- Total common stockholder's equity 173,867 176,918 ----------------- -------------------- Total Liabilities and Stockholder's Equity $593,569 $594,743 ================= ==================== The accompanying notes as they relate to SAVANNAH are an integral part of these condensed statements. </TABLE> 65
SAVANNAH ELECTRIC AND POWER COMPANY MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION FIRST QUARTER 2002 vs. FIRST QUARTER 2001 RESULTS OF OPERATIONS Earnings SAVANNAH's net income for the first quarter 2002 was $1.8 million as compared to $1.5 million for the corresponding period of 2001. Earnings were up $0.3 million, or 22.1%, in the first quarter 2002 due mainly to lower operating expenses and lower interest charges. During the first quarter of 2002, weather had no significant impact when compared to the same period in 2001. Significant income statement items appropriate for discussion include the following: Increase (Decrease) --------------------------------- First Quarter --------------------------------- (in thousands) % Retail sales............................. $(3,472) (5.9) Sales for resale - non-affiliates........ (625) (40.1) Sales for resale - affiliates............ (329) (26.8) Fuel expense............................. (466) (5.0) Purchased power - non-affiliates......... (1,259) (54.1) Purchased power - affiliates............. (3,621) (23.0) Other operation expense.................. 1,391 11.9 Maintenance expense...................... (723) (12.0) Retail sales. Excluding fuel revenues, which do not affect net income, retail sales revenue increased by $1.5 million, or 4.4%, for the first quarter of 2002 when compared to the corresponding period in 2001 mainly due to growth in the commercial sector. Sales for resale - non-affiliates. In the first quarter 2002, sales for resale to non-affiliates decreased when compared to the corresponding period in 2001 as a result of lower demand from these customers outside SAVANNAH's service area. These transactions do not have a significant impact on earnings since the energy is usually sold at variable cost. Sales for resale - affiliates and Purchased power - affiliates. Revenues from sales for resale to affiliated companies, as well as purchases of energy, within the SOUTHERN system will vary depending on demand and the availability and cost of generating resources at each company. These transactions do not have a significant impact on earnings. 66
SAVANNAH ELECTRIC AND POWER COMPANY MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION Fuel expense. Lower fuel expense in the first quarter of 2002 compared to the same period in 2001 was primarily due to decreased generation due to lower demand for energy and lower gas prices. Purchased power - non-affiliates. The first quarter 2002 decrease is primarily due to lower demand for energy in SAVANNAH's service area and lower costs associated with these energy purchases. These transactions do not have a significant impact on net income since energy expenses are generally offset by energy revenues through SAVANNAH's fuel cost recovery clause. Other operation expense. During the first quarter 2002, the increase in other operation expense is primarily due to higher administrative and general expenses when compared to the corresponding period in 2001. Maintenance expense. The decrease in this item for the first quarter 2002 compared to the first quarter 2001 is primarily attributed to a scheduled major maintenance outage at one of SAVANNAH's plants in 2001. Future Earnings Potential The results of operations discussed above are not necessarily indicative of future earnings potential. The level of future earnings depends on numerous factors including regulatory matters and the effect of weather and the economy on energy sales. With the enactment of the Energy Act and new legislation being discussed at federal and state levels to expand customer choice, SAVANNAH is positioning the business to meet the challenge of increasing competition. For additional information, see Item 1 - BUSINESS - "Competition" and Item 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS - "Future Earnings Potential" of SAVANNAH in the Form 10-K. Compliance costs related to the Clean Air Act and other environmental issues could affect earnings if such costs cannot be recovered. For additional information about the Clean Air Act and other environmental issues, see Item 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS - "Environmental Matters" of SAVANNAH in the Form 10-K. On April 25, 2002, the Stakeholder Advisory Committee met and selected the final four candidates that will be considered for the SeTrans ISA. Reference is made to Item 1 - BUSINESS - "Certain Factors Affecting the Industry" and Item 7 - - MANAGEMENT'S DISCUSSION AND ANALYSIS - "Industry Restructuring" of SAVANNAH in the Form 10-K for additional information. Reference is also made to Item 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS - "Environmental Matters" and Note 3 to the financial statements of SAVANNAH in the Form 10-K for information on EPA litigation. Reference is made to Notes (C) through (E) and (M) in the "Notes to the Condensed Financial Statements" herein for discussion of various contingencies and other matters which may affect future earnings potential. Reference is also made to Part II - Item 1 - "Legal Proceedings" herein. 67
SAVANNAH ELECTRIC AND POWER COMPANY MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION Accounting Policies Critical Policy SAVANNAH's significant accounting policies are described in Note 1 to the financial statements of SAVANNAH in Item 8 of the Form 10-K. SAVANNAH's only critical accounting policy involves rate regulation. SAVANNAH is subject to the provisions of FASB Statement No. 71, "Accounting for the Effects of Certain Types of Regulation". In the event that a portion of SAVANNAH's operations is no longer subject to these provisions, SAVANNAH would be required to write off related regulatory assets and liabilities that are not specifically recoverable, and determine if any other assets, including plant, have been impaired. New Accounting Standards Effective January 1, 2001, SAVANNAH adopted FASB Statement No. 133 "Accounting for Derivatives and Hedging Activities," as amended, and changed the method of accounting for derivative instruments. Derivatives are now reflected on the Condensed Balance Sheet as either an asset or liability measured at fair market value, and the changes in the fair value are currently recognized in earnings unless specific hedge accounting criteria are met. An additional interpretation of Statement No. 133 may result in a change -- effective on April 1, 2002 -- in accounting for certain contracts related to fuel supplies that contain quantity options. If these contracts are derivatives, they will be marked to market. However, due to the existence of specific cost-based fuel recovery clauses for SAVANNAH, this change is not expected to have a material impact on net income. In June 2001, the FASB issued Statement No. 143, "Asset Retirement Obligations," which establishes new accounting and reporting standards for legal obligations associated with retiring assets. The liability for an asset's future retirement must be recorded in the period in which the liability is incurred. The cost must be capitalized as part of the related long-lived asset and depreciated over the asset's useful life. Changes in the liability resulting from the passage of time will be recognized as operating expenses. Statement No. 143 must be adopted by January 1, 2003. SAVANNAH is currently assessing the impact of adopting Statement No. 143 on its financial statements. FINANCIAL CONDITION Overview Major changes in SAVANNAH's financial condition during the first three months of 2002 included the addition of approximately $9.6 million to utility plant. The funds for these additions and other capital requirements were derived primarily from operations. See SAVANNAH's Condensed Statements of Cash Flows for further details. 68
SAVANNAH ELECTRIC AND POWER COMPANY MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION Credit Rating Risk SAVANNAH does not have any credit agreements that would require material changes in payment schedules or terminations as a result of a credit rating downgrade. Exposure to Market Risks SAVANNAH's market risk exposures relative to interest rate changes have not changed materially compared with the previous reporting period, December 31, 2001. In addition, SAVANNAH is not aware of any facts or circumstances that would significantly affect such exposures in the near term. Due to cost-based rate regulations, SAVANNAH has limited exposure to market volatility in interest rates, commodity fuel prices, and prices of electricity. To mitigate residual risks relative to movements in electricity prices, SAVANNAH enters into fixed price contracts for the purchase and sale of electricity through the wholesale electricity market. Realized gains and losses are recognized in the income statements as incurred. At March 31, 2002, exposure from these activities was not material to SAVANNAH's financial statements. Also, based on SAVANNAH's overall variable rate long-term debt exposure at March 31, 2002, a near-term 100 basis point change in interest rates would not materially affect SAVANNAH's financial statements. Fair value of changes in energy trading contracts and valuations at March 31, 2002 are as follows: Year-to-Date Changes ---------------------- Fair Value - ------------------------------------------ ---------------------- (in thousands) Contracts beginning of year $ (1,053) Contracts realized or settled 7 New contracts at inception - Changes in valuation techniques - Current period changes 1,052 - ------------------------------------------ ---------------------- Contracts at March 31, 2002 $ 6 ========================================== ====================== Source of March 31, 2002 Valuation Prices ------------------------------------ Total Maturity ------------------------ Fair Value Year 1 1-3 Years - ----------------------------- ----------- ----------- ------------ (in thousands) - ----------------------------- ----------- ----------- ------------ Actively quoted $ 6 $ 9 $ (3) External sources - - - Models and other methods - - - - ----------------------------- ----------- ----------- ------------ Contracts at March 31, 2002 $ 6 $ 9 $ (3) ============================= =========== =========== ============ Reference is made to Item 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS - "Exposure to Market Risks" of SAVANNAH in the Form 10-K and Note 1 to the financial statements of SAVANNAH in Item 8 of the Form 10-K for additional information. 69
SAVANNAH ELECTRIC AND POWER COMPANY MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION Financing Activities SAVANNAH plans to continue, to the extent possible, a program to retire higher cost debt and replace these securities with lower-cost capital. Capital Requirements Reference is made to Item 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS of SAVANNAH under "Capital Requirements for Construction", "Other Capital Requirements" and "Environmental Matters" in the Form 10-K for a description of SAVANNAH's capital requirements for its construction program and environmental compliance efforts. Sources of Capital SAVANNAH plans to obtain the funds required for construction and other purposes from sources similar to those used in the past. The amount, type and timing of any financings--if needed--will depend upon maintenance of adequate earnings, regulatory approval, prevailing market conditions and other factors. See Item 1 - - BUSINESS - "Financing Programs" in the Form 10-K for additional information. To meet short-term cash needs and contingencies, SAVANNAH had at March 31, 2002 approximately $1.8 million of cash and cash equivalents and approximately $65.5 million of committed credit arrangements with banks, of which $45.5 million expires in 2002 and $20 million expires in 2003. The credit arrangements provide liquidity support to SAVANNAH's obligations with respect to variable rate pollution control bonds and commercial paper. SAVANNAH may also meet short-term cash needs through a SOUTHERN subsidiary organized to issue and sell commercial paper at the request and for the benefit of SAVANNAH and other SOUTHERN subsidiaries. At March 31, 2002, SAVANNAH had outstanding $32.1 million of notes payable. Since SAVANNAH has no major generating plants under construction, management believes that the need for working capital can be adequately met by utilizing lines of credit. 70
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 INDEX TO APPLICABLE NOTES TO FINANCIAL STATEMENTS BY REGISTRANT Registrant Applicable Notes SOUTHERN A, B, C, D, E, F, G, H, I, N ALABAMA A, C, D, E, G GEORGIA A, C, D, E, H, I GULF A, C, D, E, J MISSISSIPPI A, C, D, E, K, L SAVANNAH A, C, D, E, M 71
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES ALABAMA POWER COMPANY GEORGIA POWER COMPANY GULF POWER COMPANY MISSISSIPPI POWER COMPANY SAVANNAH ELECTRIC AND 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 March 31, 2002 and 2001. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to such rules and regulations, although each registrant believes that the disclosures regarding such registrant are adequate to make the information presented not misleading. It is suggested that these condensed financial statements of each registrant be read in conjunction with the financial statements of such registrant and the notes thereto included in the Form 10-K. Certain prior period amounts have been reclassified to conform with current period presentation. Due to seasonal variations in the demand for energy, operating results for the periods presented do not necessarily indicate operating results for the entire year. (B) Reference is made to Note 11 to the financial statements of SOUTHERN in Item 8 and MANAGEMENT'S DISCUSSION AND ANALYSIS - "Overview of Consolidated Earnings and Dividends" of SOUTHERN in Item 7 of the Form 10-K for information on the spin off of Mirant from SOUTHERN. On April 2, 2001, SOUTHERN completed the spin off of Mirant with a tax free distribution to SOUTHERN's shareholders of its remaining ownership of 272 million Mirant shares. Shares from the spin off were distributed at a ratio of approximately 0.4 share of Mirant common stock for every share of SOUTHERN common stock held at the record date. The distribution resulted in charges of approximately $3.2 billion and $0.4 billion to SOUTHERN's paid-in capital and retained earnings, respectively. As a result of the spin off, SOUTHERN's financial statements reflect Mirant as discontinued operations. All historical financial statements presented and footnotes have been reclassified to conform to this presentation, with the historical assets and liabilities of Mirant presented on the Condensed Consolidated Balance Sheet as net assets of discontinued operations. (C) The operating companies are subject to the provisions of FASB Statement No. 71, Accounting for the Effects of Certain Types of Regulation. In the event that a portion of a company's operations is no longer subject to these provisions, the company would be required to write off related regulatory assets and liabilities that are not specifically recoverable, and determine if any other assets have been impaired. For additional information, see Note 1 to the financial statements of each registrant in Item 8 of the Form 10-K. (D) Reference is made to Note 3 to the financial statements of SOUTHERN, ALABAMA, GEORGIA, GULF, MISSISSIPPI and SAVANNAH in Item 8 of the Form 10-K for information on EPA litigation. On April 29, 2002, the U. S. District Court in Alabama extended the stay of the proceeding in Alabama through late July 2002. (E) Reference is made to Note 3 to the financial statements of each registrant in Item 8 and to Legal Proceedings in Item 3 of the Form 10-K for information relating to various lawsuits. 72
NOTES TO THE CONDENSED FINANCIAL STATEMENTS: (Continued) (F) SOUTHERN has made separate guarantees to certain counterparties regarding performance of contractual commitments by Mirant's trading and marketing subsidiaries. At March 31, 2002, the total notional amount of guarantees was $52.5 million and the estimated fair value of net contractual commitments outstanding was approximately $29.2 million. SOUTHERN's potential exposure under these contractual commitments is not expected to materially differ from the estimated fair value. Subsequent to the spin off, Mirant began paying SOUTHERN a monthly fee of 1% on the average aggregate maximum principal amount of all guarantees outstanding until they are replaced or expire. Mirant must use reasonable efforts to release SOUTHERN from all such support arrangements and will indemnify SOUTHERN for any obligations incurred. Reference is made to Note 9 to the financial statements of SOUTHERN under the caption "Guarantees" in Item 8 of the Form 10-K. (G) Reference is made to Item 1 - Business - "Rate Proceedings" and Note 3 to the financial statements of SOUTHERN and ALABAMA in Item 8 of the Form 10-K for information relating to retail rate adjustment procedures. On March 5, 2002, the Alabama PSC approved a revision to ALABAMA's rates that provide for periodic adjustments based upon ALABAMA's earned return on end-of-period retail common equity. This revision provides for an annual, rather than quarterly, adjustment and imposes a 3 percent limit on any such annual adjustment. The return on common equity range of 13.0 to 14.5 percent remains unchanged. In April 2002, retail rates were increased by 2% in accordance with the Rate Stabilization and Equalization Plan. The Alabama PSC also accepted ALABAMA's proposal to lower the energy cost recovery factor for the billing months April 2002 through December 2002. (H) On December 20, 2001, the Georgia PSC approved a new three-year retail rate order for GEORGIA ending December 31, 2004. Under the terms of the order, earnings will be evaluated annually against a retail return on common equity range of 10 percent to 12.95 percent. Two-thirds of any earnings above the 12.95 percent return will be applied to rate refunds, with the remaining one-third retained by GEORGIA. Retail rates were decreased by $118 million effective January 1, 2002. Pursuant to a previous three-year accounting order, GEORGIA recorded $332 million of accelerated cost amortization and interest thereon which has been credited to a regulatory liability account as mandated by the Georgia PSC. Under the new rate order, the accelerated amortization and the interest will be amortized equally over three years as a credit to expense beginning in January 2002. Effective January 1, 2002, GEORGIA discontinued recording accelerated depreciation and amortization. GEORGIA will not file for a general base rate increase unless its projected retail return on common equity falls below 10 percent. GEORGIA is required to file a general rate case on July 1, 2004, in response to which the Georgia PSC would be expected to determine whether the rate order should be continued, modified or discontinued. See Note 3 to the financial statements of GEORGIA in Item 8 of the Form 10-K under "Retail Rate Orders" for additional information. (I) Reference is made to Note 3 to the financial statements of SOUTHERN and GEORGIA in Item 8 of the Form 10-K for information regarding GEORGIA's designation as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act and other environmental contingencies. 73
NOTES TO THE CONDENSED FINANCIAL STATEMENTS: (Continued) (J) On September 10, 2001, GULF filed a request with the Florida PSC for a base rate increase of $69.9 million. This increase is necessary to cover costs related to GULF's new combined cycle facility, Smith Unit 3, increases in operation and maintenance expenses and capital additions. In its brief filed with the Florida PSC, GULF reduced its request to $64.9 million, primarily to reflect lower financing costs related to Smith 3 and a 25-year depreciable life for Smith Unit 3 (rather than the 20-year life as originally filed). On April 26, 2002, the Florida PSC voted to grant GULF a $53.2 million, or 8.9%, annual increase, which reflects an authorized return on equity of 12.00%. The new rates resulting from the revenue increase were approved by the Florida PSC on May 8, 2002 and become effective on June 7, 2002. (K) In August 2001, MISSISSIPPI filed a request with the Mississippi PSC to increase annual retail rate revenues by approximately $46.4 million. In order to consider MISSISSIPPI's request, the Mississippi PSC suspended the semi-annual evaluations under PEP. In December 2001, the Mississippi PSC approved an increase of approximately $39 million, which took effect in January 2002. Additionally, the Mississippi PSC ordered MISSISSIPPI to reactivate the semi-annual evaluations under PEP, beginning with the 12-month period ending December 31, 2000. PEP will remain in effect until the Mississippi PSC modifies, suspends or terminates the plan. On April 30, 2002, the Mississippi PSC held and concluded hearings on a review of the return on equity models used in PEP in setting MISSISSIPPI's authorized return on equity. This proceeding will conclude in 2002, so that changes to the PEP return on equity models, if any may be incorporated into the PEP evaluation filing for the period ending December 31, 2002. The outcome of this matter and any future impact to MISSISSIPPI cannot now be determined. (L) Reference is made to Item 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS - "Future Earnings Potential" of MISSISSIPPI in the Form 10-K regarding the settlement agreement between MISSISSIPPI and certain wholesale customers to increase its wholesale tariff rates effective June 1, 2002. In March 2002, that agreement was filed with the FERC for approval. On April 19, 2002, the FERC accepted for filing the settlement agreement and placed the new tariff rates in effect June 1, 2002 without modifying the agreement reached between MISSISSIPPI and its customers. The settlement agreement results in annual increase of approximately $10.5 million and the adoption of an Energy Cost Management clause similar to the one approved by MISSISSIPPI's retail jurisdiction. Reference is made to Note 1 to the financial statements of MISSISSIPPI in Item 8 of the Form 10-K for further information on the Energy Cost Management clause. MISSISSIPPI's order from the FERC constitutes final agency action on this matter, absent a rehearing request that has to be filed within 30 days of the date of the order (April 19, 2002). No party opposed the filing, and MISSISSIPPI does not expect any parties to file for rehearing. (M) SAVANNAH filed a base rate case on November 30, 2001. The primary reason for this base rate case is to recover significant new revenue requirements related to a 200 MW Plant Wansley Purchase Power Agreement beginning June 2002, as well as other operation and maintenance changes. The requested increase is $24.4 million or 7.6% of total revenues. In the filing, SAVANNAH announced that it would file for a simultaneous fuel cost recovery decrease to offset most, if not all, the base rate increase. A public hearing in which SAVANNAH presented direct testimony to the Georgia PSC was held in Savannah on February 6 and February 7, 2002. Intervenors and Adversary Staff presented their case at a public hearing in Atlanta March 27 and March 28, 2002. SAVANNAH filed written rebuttal testimony April 12, 2002 and presented oral rebuttal testimony in a hearing on April 24, 2002. A decision on both the fuel and base rates will be made at the end of May to be effective with the first billing cycle in June 2002. The outcome of this matter and any future impact on SAVANNAH cannot now be determined. 74
NOTES TO THE CONDENSED FINANCIAL STATEMENTS: (Continued) (N) SOUTHERN's reportable business segment is sale of electricity in the Southeast by the operating companies and Southern Power. Net income and total assets for discontinued operations are included in the Reconciling Eliminations columns. The All Other category includes parent SOUTHERN, which does not allocate operating expenses to business segments, and segments below the quantitative threshold for separate disclosure. These segments include telecommunications, energy products and services, and leasing and financing services. Intersegment revenues are not material. Financial data for business segments for the periods covered in the Form 10-Q are as follows: <TABLE> <CAPTION> Electric All Reconciling Utilities Other Eliminations Consolidated ----------------- -------------- ---------------- ----------------- (in millions) Three Months Ended March 31, 2002: <S> <C> <C> <C> <C> Operating revenues $ 2,140 $ 77 $ (3) $ 2,214 Segment net income (loss) 232 (8) - 224 Total assets at March 31, 2002 29,090 2,931 (1,824) 30,197 ---------------------------------------------------- ----------------- -------------- ---------------- ----------------- Three Months Ended March 31, 2001: Operating revenues $ 2,221 $ 52 $ (3) $ 2,270 Segment net income (loss) 199 (25) 146 320 Total assets at December 31, 2001 28,724 2,420 (1,236) 29,908 --------------------------------------------------- ----------------- -------------- ---------------- ----------------- </TABLE> 75
PART II - OTHER INFORMATION Item 1. Legal Proceedings. (1) Reference is made to the Notes to the Condensed Financial Statements herein for information regarding certain legal and administrative proceedings in which SOUTHERN and its reporting subsidiaries are involved. Item 6. Exhibits and Reports on Form 8-K. (a) Exhibits. -------- Exhibit 24 - (a) Powers of Attorney and resolutions. (Designated in the Form 10-K for the year ended December 31, 2001, File Nos. 1-3526, 1-3164, 1-6468, 0-2429, 0-6849 and 1-5072 as Exhibits 24(a), 24(b), 24(c), 24(d), 24(e) and 24(f), respectively, and incorporated herein by reference.) (b) Reports on Form 8-K. ------------------- SOUTHERN, ALABAMA, GEORGIA, GULF, MISSISSIPPI and SAVANNAH filed Current Reports on Form 8-K dated February 13, 2002: Items reported: Item 7 Financial statements filed: Each registrant's financial statements for the year ended December 31, 2001. GULF filed a Current Report on Form 8-K dated January 18, 2002: Items reported: Items 5 and 7 Financial statements filed: None SOUTHERN filed Current Reports on Form 8-K dated January 29, 2002 and January 30, 2002: Items reported: Items 5 and 7 Financial statements filed: None MISSISSIPPI filed Current Reports on Form 8-K dated March 12, 2002 and March 15, 2002: Items reported: Items 5 and 7 Financial statements filed: None SOUTHERN filed a Current Report on Form 8-K dated March 28, 2002: Items reported: Items 4, 7 and 9 Financial statements filed: None ALABAMA, GEORGIA, GULF, MISSISSIPPI and SAVANNAH filed Current Reports on Form 8-K dated March 28, 2002: Items reported: Items 4 and 7 Financial statements filed: None
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 H. Allen Franklin Chairman and Chief Executive Officer (Principal Executive Officer) By Gale E. Klappa Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer) By /s/ Wayne Boston (Wayne Boston, Attorney-in-fact) Date: May 14, 2002 - ------------------------------------------------------------------------------- Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. The signature of the undersigned company shall be deemed to relate only to matters having reference to such company and any subsidiaries thereof. ALABAMA POWER COMPANY By Charles D. McCrary President and Chief Executive Officer (Principal Executive Officer) By William B. Hutchins, III Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer) By /s/ Wayne Boston (Wayne Boston, Attorney-in-fact) Date: May 14, 2002
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. The signature of the undersigned company shall be deemed to relate only to matters having reference to such company and any subsidiaries thereof. GEORGIA POWER COMPANY By David M. Ratcliffe President and Chief Executive Officer (Principal Executive Officer) By Thomas A. Fanning Executive Vice President, Treasurer and Chief Financial Officer (Principal Financial Officer) By /s/ Wayne Boston (Wayne Boston, Attorney-in-fact) Date: May 14, 2002 - ------------------------------------------------------------------------------- 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 Travis J. Bowden President and Chief Executive Officer (Principal Executive Officer) By Ronnie Labrato Vice President, Chief Financial Officer and Comptroller (Principal Financial and Accounting Officer) By /s/ Wayne Boston (Wayne Boston, Attorney-in-fact) Date: May 14, 2002
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. The signature of the undersigned company shall be deemed to relate only to matters having reference to such company and any subsidiaries thereof. MISSISSIPPI POWER COMPANY By Michael D. Garrett President and Chief Executive Officer (Principal Executive Officer) By Michael W. Southern Vice President, Treasurer and Chief Financial Officer (Principal Financial and Accounting Officer) By /s/ Wayne Boston (Wayne Boston, Attorney-in-fact) Date: May 14, 2002 - ------------------------------------------------------------------------------- Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. The signature of the undersigned company shall be deemed to relate only to matters having reference to such company and any subsidiaries thereof. SAVANNAH ELECTRIC AND POWER COMPANY By Anthony R. James President and Chief Executive Officer (Principal Executive Officer) By Kirby R. Willis Vice President, Treasurer and Chief Financial Officer (Principal Financial and Accounting Officer) By /s/ Wayne Boston (Wayne Boston, Attorney-in-fact) Date: May 14, 2002