===============================================================================
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 JuneSeptember 30, 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
===============================================================================333-98553 Southern Power Company 58-2598670
(A Delaware Corporation)
270 Peachtree Street, N.W.
Atlanta, Georgia 30303
(404) 506-5000
================ ========================================= ====================
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.days, except for Southern Power Company
which has been subject to such filing requirements since October 1, 2002.
Yes X No____
Description of Shares Outstanding
Registrant Common Stock at JulyOctober 31, 2002
- ---------- ------------ ----------------------------- ------------- -------------------
The Southern Company Par Value $5 Per Share 708,661,642713,478,436
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
Southern Power Company Par Value $0.01 Per Share 1,000
This combined Form 10-Q is separately filed by The Southern Company,
Alabama Power Company, Georgia Power Company, Gulf Power Company, Mississippi
Power Company, and Savannah Electric and Power Company and Southern Power Company.
Information contained herein relating to any individual company is filed by such
company on its own behalf. Each company makes no representation as to
information relating to the other companies.
2
INDEX TO QUARTERLY REPORT ON FORM 10-Q
JuneSeptember 30, 2002
Page
Number
DEFINITIONS......................................................................................................... 4DEFINITIONS............................................................................................................... 5
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........................................................ 78
Condensed Consolidated Statements of Cash Flows.................................................... 89
Condensed Consolidated Balance Sheets.............................................................. 910
Condensed Consolidated Statements of Comprehensive Income and
Accumulated Other Comprehensive Income.......................................................... 11Income......................................................... 12
Management's Discussion and Analysis of Results of Operations and Financial Condition.............. 1213
Alabama Power Company
Condensed Statements of Income..................................................................... 2226
Condensed Statements of Cash Flows................................................................. 2327
Condensed Balance Sheets........................................................................... 2428
Condensed Statements of Comprehensive Income and
Accumulated Other Comprehensive Income......................................................... 2630
Management's Discussion and Analysis of Results of Operations and Financial Condition.............. 2731
Georgia Power Company
Condensed Statements of Income..................................................................... 3440
Condensed Statements of Cash Flows................................................................. 3541
Condensed Balance Sheets........................................................................... 3642
Condensed Statements of Comprehensive Income and
Accumulated Other Comprehensive Income......................................................... 3844
Management's Discussion and Analysis of Results of Operations and Financial Condition.............. 3945
Gulf Power Company
Condensed Statements of Income..................................................................... 4654
Condensed Statements of Cash Flows................................................................. 4755
Condensed Balance Sheets........................................................................... 4856
Management's Discussion and Analysis of Results of Operations and Financial Condition.............. 5058
Mississippi Power Company
Condensed Statements of Income..................................................................... 5766
Condensed Statements of Cash Flows................................................................. 5867
Condensed Balance Sheets........................................................................... 5968
Management's Discussion and Analysis of Results of Operations and Financial Condition.............. 6170
Savannah Electric and Power Company
Condensed Statements of Income..................................................................... 6979
Condensed Statements of Cash Flows................................................................. 7080
Condensed Balance Sheets........................................................................... 7181
Management's Discussion and Analysis of Results of Operations and Financial Condition.............. 7383
Southern Power Company
Condensed Statements of Income..................................................................... 91
Condensed Statements of Cash Flows................................................................. 92
Condensed Balance Sheets........................................................................... 93
Condensed Statements of Comprehensive Income and
Accumulated Other Comprehensive Income......................................................... 95
Management's Discussion and Analysis of Results of Operations and Financial Condition.............. 96
Notes to the Condensed Financial Statements........................................................... 79105
Item 3. Quantitative and Qualitative Disclosures about Market Risk............................................ 2024
Item 4. Controls and Procedures............................................................................... 24
3
INDEX TO QUARTERLY REPORT ON FORM 10-Q
September 30, 2002
Page
Number
PART II - OTHER INFORMATION
Item 1. Legal Proceedings......................................................................................... 85113
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....................................................... 85Inapplicable
Item 5. Other Information......................................................................................... Inapplicable
Item 6. Exhibits and Reports on Form 8-K.......................................................................... 87113
Signatures ............................................................................................... 88and Certifications............................................................................. 114
34
DEFINITIONS
TERM MEANING
ALABAMA..................................... Alabama Power Company
Clean Air Act .............................. Clean Air Act Amendments of 1990
ECO Plan.................................... Environmental Compliance Overview Plan
Energy Act .................................Act.................................. Energy Policy Act of 1992
EPA......................................... U. S. Environmental Protection Agency
FASB........................................ Financial Accounting Standards Board
FERC ......................................FERC........................................ Federal Energy Regulatory Commission
Form 10-K..................................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 ..............................Energy............................... Mobile Energy Services Company, L.L.C. and
Mobile Energy Services Holdings, Inc.
Moody's..................................... Moody's Investors Service, Inc.
operating companies......................... ALABAMA, GEORGIA, GULF, MISSISSIPPI and SAVANNAH
PEP......................................... Performance Evaluation Plan
PSC ........................................PPA......................................... Purchase Power Agreement
PSC......................................... Public Service Commission
RTO......................................... Regional Transmission Organization
S&P......................................... Standard and Poor's Ratings Services, a division of The McGraw Hill Companies
SAVANNAH.................................... Savannah Electric and Power Company
SCS......................................... Southern Company Services, Inc.
SEC......................................... Securities and Exchange Commission
SeTrans ....................................SeTrans..................................... A proposed regional transmission organization consisting
of eleven public and private companies, including SOUTHERN, located
in eight southeastern states
SOUTHERN.................................... The Southern Company
Southern Gas................................ Southern Company Gas LLC
Southern Power..............................SOUTHERN POWER.............................. Southern Power Company
Southern Power Prospectus................... SOUTHERN POWER's prospectus filed with the SEC on October 1, 2002 pursuant to Rule
424(b) under the Securities Act of 1933, with respect to SOUTHERN POWER's
registration statement on Form S-4 (Registration No. 333-98553)
SOUTHERN system............................. SOUTHERN, the operating companies, SOUTHERN POWER and other subsidiaries
Super Southeast............................. SOUTHERN's traditional service territory, Alabama, Florida, Georgia and Mississippi
plus the surrounding states of Kentucky, Louisiana, North Carolina, South Carolina,
Tennessee and Virginia
TVA......................................... Tennessee Valley Authority
45
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," "would," "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 diversity 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 businesses, which cannot be assured to be completed or beneficial
to SOUTHERN or its subsidiaries; the ability of counterparties of SOUTHERN and
its subsidiaries to make payments as and when due; 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.
56
THE SOUTHERN COMPANY
AND SUBSIDIARY COMPANIES
67
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
For the Three Months For the SixNine Months
Ended JuneSeptember 30, Ended JuneSeptember 30,
2002 2001 2002 2001
----------- ----------- ----------- --------------- ---- ----- ----
(in thousands) (in thousands)
Operating Revenues:
Operating Revenues:
Retail sales $2,185,048 $2,148,173 $4,028,767 $4,033,918$2,748,787 $2,635,483 $6,777,554 $6,669,401
Sales for resale 293,475 286,994 526,154 547,040344,083 382,612 870,237 929,652
Other revenues 152,249 126,637 289,439 250,364
----------155,138 146,366 444,577 396,730
--------- ---------- ---------- ----------
Total operating revenues 2,630,772 2,561,804 4,844,360 4,831,3223,248,008 3,164,461 8,092,368 7,995,783
--------- ---------- ---------- ---------- -------------------
Operating Expenses:
Fuel 686,544 654,906 1,260,737 1,262,387845,121 751,297 2,105,858 2,013,684
Purchased power 123,644 197,331 191,261 311,357183,594 337,549 374,855 648,906
Other operations 522,704 476,410 967,956 881,841542,550 465,866 1,510,506 1,347,707
Maintenance 247,019 229,641 475,809 455,498194,157 186,661 669,966 642,159
Depreciation and amortization 254,271 283,387 499,906 587,053265,538 282,396 765,444 869,449
Taxes other than income taxes 137,877 134,904 277,724 272,213146,996 142,372 424,720 414,585
---------- ---------- --------------------- ----------
Total operating expenses 1,972,059 1,976,579 3,673,393 3,770,3492,177,956 2,166,141 5,851,349 5,936,490
---------- ---------- --------------------- ----------
Operating Income 658,713 585,225 1,170,967 1,060,9731,070,052 998,320 2,241,019 2,059,293
Other Income:
Interest income 4,141 6,665 8,944 12,4756,645 8,405 15,589 20,880
Equity in losses of subsidiaries (25,751) (16,039) (41,655) (18,736)(25,249) (18,491) (66,904) (37,227)
Other, net 20,434 26,145 22,166 28,749(10,427) 33,977 11,739 62,726
---------- ---------- --------------------- ----------
Earnings From Continuing Operations
Before Interest and Income Taxes 657,537 601,996 1,160,422 1,083,4611,041,021 1,022,211 2,201,443 2,105,672
---------- ---------- --------------------- ----------
Interest and Other:
Interest expense, net 123,219 146,137 243,772 291,869124,237 136,856 368,009 428,725
Distributions on capital and preferred
securities of subsidiaries 43,649 42,099 86,176 84,34044,675 42,015 130,851 126,355
Preferred dividends of subsidiaries 4,396 4,614 8,777 9,4194,413 4,550 13,190 13,969
---------- ---------- --------------------- ----------
Total interest and other 171,264 192,850 338,725 385,628173,325 183,421 512,050 569,049
---------- ---------- --------------------- ----------
Earnings From Continuing Operations Before
Income Taxes 486,273 409,146 821,697 697,833867,696 838,790 1,689,393 1,536,623
Income taxes 154,881 138,758 266,019 248,702272,283 284,412 538,302 533,115
---------- ---------- --------------------- ----------
Earnings From Continuing Operations Before
Cumulative Effect of Accounting Change 331,392 270,388 555,678 449,131595,413 554,378 1,151,091 1,003,508
Cumulative effect of accounting change --
less income taxes of $477 - - - 770771
---------- ---------- --------------------- ----------
Earnings From Continuing Operations 331,392 270,388 555,678 449,901595,413 554,378 1,151,091 1,004,279
Earnings from discontinued operations, net of income
taxes of $961 for the three months and
$92,713 for the sixnine months ended 2001 - 2,185- - 142,217
---------- ---------- ---------- --------------------- -----------
Consolidated Net Income $ 331,392595,413 $ 272,573554,378 $ 555,6781,151,091 $ 592,1181,146,496
========== ========== ========== ===================== ===========
Common Stock Data:
Basic earnings per share of common stock --
Earnings per share from continuing operations $0.47 $0.40 $0.79 $0.66$0.84 $0.80 $1.63 $1.46
Earnings per share from discontinued operations $0.00 ($0.01) $0.00 $0.20$0.00 $0.21
---------- ---------- --------------------- ----------
Consolidated Basic Earnings Per Share $0.47 $0.39 $0.79 $0.86$0.84 $0.80 $1.63 $1.67
========== ========== ===================== ==========
Diluted earnings per share of common stock --
Earnings per share from continuing operations $0.46 $0.40 $0.78 $0.66$0.83 $0.79 $1.62 $1.45
Earnings per share from discontinued operations $0.00 ($0.01) $0.00 $0.20$0.00 $0.21
---------- ---------- ---------- --------------------- -----------
Consolidated Diluted Earnings Per Share $0.46 $0.39 $0.78 $0.86$0.83 $0.79 $1.62 $1.66
========== ========== ========== ===================== ===========
Average number of basic shares of common
stock outstanding (in thousands) 706,181 686,702 703,596 684,638710,647 691,687 705,946 686,988
Average number of diluted shares of common
stock outstanding (in thousands) 712,165 691,404 709,137 690,941716,464 691,728 711,346 691,068
Cash dividends paid per share of common stock $0.3425 $0.335 $0.335 $0.67 $0.67$1.0125 $1.005
The accompanying notes as they relate to SOUTHERN are an integral part of these statements.
8
7
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
For the SixNine Months
Ended JuneSeptember 30,
2002 2001
----------- --------------- ----
(in thousands)
Operating Activities:
Consolidated net income $ 555,678 $ 592,118$1,151,091 $1,146,496
Adjustments to reconcile consolidated net income
to net cash provided from operating activities --
Less income from discontinued operations - 142,217
Depreciation and amortization 551,663 663,396841,459 991,014
Deferred income taxes and investment tax credits 22,729 (40,739)55,029 5,248
Equity in losses of subsidiaries 41,655 18,73666,904 37,227
Other, net (48,906) (124,827)(72,689) (253,463)
Changes in certain current assets and liabilities --
Receivables, net (38,478) 78,216(147,652) (108,192)
Fossil fuel stock 20,027 (193,386)74,472 (132,012)
Materials and supplies 12,806 (84)10,883 (24,749)
Accounts payable (67,922) (158,122)15,165 (177,191)
Taxes accrued 330,159 490,187
Other (7,858) 127,993
----------- -----------(69,662) (22,560)
---------- ----------
Net cash provided from operating activities of continuing operations 1,041,394 821,084
----------- -----------2,255,159 1,809,788
---------- ----------
Investing Activities:
Gross property additions (1,409,984) (1,411,839)(1,996,548) (2,016,408)
Southern Company Gas acquisition (58,572) -
Construction payables, net (95,075) (20,482)
Other (171,759) (124,786)
----------- -----------(108,162) (42,698)
---------- ----------
Net cash used for investing activities of continuing operations (1,581,743) (1,536,625)
----------- -----------(2,258,357) (2,079,588)
---------- ----------
Financing Activities:
Increase (decrease) in notes payable, net (247,899) 822,266(683,347) 199,728
Proceeds --
Senior notes 1,775,000 1,167,000
Other long-term debt 1,477,291 689,87786,428 302,689
Capital and preferred securities 475,000675,000 -
Common stock 247,830 195,329350,169 327,668
Redemptions --
First mortgage bonds (7,444) (396,166)(352,946) (615,773)
Senior notes (382,110) (23,614)
Other long-term debt (541,692) (111,828)(106,799) (272,305)
Capital and preferred securities (35,000)(649,250) -
Payment of common stock dividends (470,426) (457,931)(713,276) (689,123)
Other (36,618) (24,969)
----------- --------(56,661) (20,037)
`` ` ---------- ----------
Net cash (used for) provided from financing activities of continuing operations 861,042 716,578
----------- --------(57,792) 376,233
---------- ----------
Net Increase (Decrease) in Cash and Cash Equivalents 320,693 1,037(60,990) 106,433
Cash and Cash Equivalents at Beginning of Period 354,015 199,191
----------- --------------------- ----------
Cash and Cash Equivalents at End of Period $ 674,708 $ 200,228
=========== ===========$293,025 $305,624
========== ==========
Supplemental Cash Flow Information From Continuing Operations:
Cash paid during the period for --
Interest (net of amount capitalized) $213,496 $313,843$365,618 $422,158
Income taxes (net of refunds) $241,385 $227,632
The accompanying notes as they relate to SOUTHERN are an integral part of these statements.
8
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
At June 30, At December 31,
Assets 2002 2001
- ------ ----------------- ----------------
(in thousands)
Current Assets:
Cash and cash equivalents $ 674,708 $ 354,015
Receivables, less accumulated provisions for uncollectible accounts
of $21,498 at June 30, 2002 and $24,383
at December 31, 2001 1,305,382 1,146,263
Under recovered retail fuel clause revenue 165,968 280,003
Fossil fuel stock, at average cost 374,429 394,457
Materials and supplies, at average cost 537,366 550,217
Other 286,776 231,425
----------- -----------
Total current assets 3,344,629 2,956,380
----------- -----------
Property, Plant, and Equipment:
In service 37,240,419 35,813,369
Less accumulated depreciation 15,375,873 15,020,415
----------- -----------
21,864,546 20,792,954
Nuclear fuel, at amortized cost 202,908 201,548
Construction work in progress 1,887,549 2,089,259
----------- -----------
Property, plant, and equipment 23,955,003 23,083,761
----------- -----------
Other Property and Investments:
Nuclear decommissioning trusts, at fair value 680,851 681,688
Leveraged leases 684,762 655,308
Other 194,754 193,055
----------- -----------
Total other property and investments 1,560,367 1,530,051
----------- -----------
Deferred Charges and Other Assets:
Deferred charges related to income taxes 909,609 924,139
Prepaid pension costs 714,021 641,099
Debt expense, being amortized 113,187 102,768
Premium on reacquired debt, being amortized 269,722 279,800
Other 443,934 389,867
----------- -----------
Total deferred charges and other assets 2,450,473 2,337,673
----------- -----------
Total Assets $31,310,472 $29,907,865
=========== ===========$403,997 $251,645
The accompanying notes as they relate to SOUTHERN are an integral part of these statements.
9
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
At JuneSeptember 30, At December 31,
Liabilities and Stockholders' EquityAssets 2002 2001
----------------- ----------------
- ------------------------------------ -------------- ----------------------- (in thousands)
Current Assets:
Current Liabilities:
Securities due within one yearCash and cash equivalents $ 1,625,936293,025 $ 428,671
Notes payable 1,669,866 1,902,312
Accounts payable 683,622 833,860
Customer deposits 163,900 152,579
Taxes accrued --
Income taxes 231,010 159,764354,015
Receivables, less accumulated provisions for uncollectible accounts
of $29,674 at September 30, 2002 and $24,383
at December 31, 2001 1,442,262 1,146,263
Under recovered retail fuel clause revenue 166,847 280,003
Fossil fuel stock, at average cost 329,261 394,457
Materials and supplies, at average cost 539,334 550,217
Other 193,410 193,735
Interest accrued 199,776 117,959
Vacation pay accrued 125,251 124,608
Other 386,765 473,369362,052 231,425
----------- -----------
Total current liabilities 5,279,536 4,386,857assets 3,132,781 2,956,380
----------- -----------
Long-term debt 8,026,795 8,296,878Property, Plant, and Equipment:
In service 37,416,666 35,813,369
Less accumulated depreciation 15,454,527 15,020,415
----------- -----------
21,962,139 20,792,954
Nuclear fuel, at amortized cost 195,132 201,548
Construction work in progress 2,128,243 2,089,259
----------- -----------
Total property, plant, and equipment 24,285,514 23,083,761
----------- -----------
Other Property and Investments:
Nuclear decommissioning trusts, at fair value 633,686 681,688
Leveraged leases 699,269 655,308
Other 217,673 193,055
----------- -----------
Total other property and investments 1,550,628 1,530,051
----------- -----------
Deferred CreditsCharges and Other Liabilities:
Accumulated deferred income taxes 4,099,261 4,097,403Assets:
Deferred creditscharges related to income taxes 478,428 500,151
Accumulated deferred investment tax credits 620,311 634,020
Employee benefits provisions 554,664 532,515902,428 924,139
Prepaid capacity revenues 37,422 40,730pension costs 749,480 641,099
Debt expense, being amortized 104,625 102,768
Premium on reacquired debt, being amortized 292,686 279,800
Other 842,063 790,961433,463 379,401
----------- -----------
Total deferred creditscharges and other liabilities 6,632,149 6,595,780
----------- -----------
Company or subsidiary obligated mandatorily redeemable
capital and preferred securities 2,716,250 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 -- June 30, 2002: 708,224,282 shares;
-- December 31, 2001: 700,622,308 shares 3,541,121 3,503,112
Paid-in capital 175,543 14,380
Treasury, at cost -- June 30, 2002: 118,445 shares;
-- December 31, 2001: 2,278,240 shares (2,204) (57,309)
Retained earnings 4,595,370 4,516,642
Accumulated other comprehensive income (22,214) 7,149assets 2,482,682 2,327,207
----------- -----------
Total common stockholders' equity 8,287,616 7,983,974
----------- -----------
Total Liabilities and Stockholders' Equity $31,310,472 $29,907,865Assets $31,451,605 $29,897,399
=========== ===========
The accompanying notes as they relate to SOUTHERN are an integral part of these statements.
10
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
At September 30, At December 31,
Liabilities and Stockholders' Equity 2002 2001
- ------------------------------------ ---------------- ----------------
(in thousands)
Current Liabilities:
Securities due within one year $ 992,230 $ 428,671
Notes payable 1,254,548 1,902,312
Accounts payable 728,432 823,393
Customer deposits 163,693 152,579
Taxes accrued --
Income taxes 401,104 159,764
Other 281,131 193,735
Interest accrued 133,231 117,959
Vacation pay accrued 125,523 124,608
Other 481,876 473,370
----------- -----------
Total current liabilities 4,561,768 4,376,391
----------- -----------
Long-term debt 8,826,399 8,296,878
----------- -----------
Deferred Credits and Other Liabilities:
Accumulated deferred income taxes 4,143,453 4,097,403
Deferred credits related to income taxes 467,987 500,151
Accumulated deferred investment tax credits 613,469 634,020
Employee benefits provisions 561,008 532,515
Prepaid capacity revenues 35,698 40,730
Other 920,403 790,961
----------- -----------
Total deferred credits and other liabilities 6,742,018 6,595,780
----------- -----------
Company or subsidiary obligated mandatorily redeemable
capital and preferred securities 2,302,000 2,276,250
----------- -----------
Cumulative preferred stock of subsidiaries 298,126 368,126
----------- -----------
Common Stockholders' Equity:
Common stock, par value $5 per share --
Authorized -- 1 billion shares
Issued -- September 30, 2002: 712,708,147 shares;
-- December 31, 2001: 700,622,308 shares 3,563,541 3,503,112
Paid-in capital 255,600 14,380
Treasury, at cost -- September 30, 2002: 137,821 shares;
-- December 31, 2001: 2,278,240 shares (2,485) (57,309)
Retained earnings 4,947,935 4,516,642
Accumulated other comprehensive income (43,297) 7,149
----------- -----------
Total common stockholders' equity 8,721,294 7,983,974
----------- -----------
Total Liabilities and Stockholders' Equity $31,451,605 $29,897,399
=========== ===========
The accompanying notes as they relate to SOUTHERN are an integral part of these statements.
11
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
For the Three Months For the SixNine Months
Ended JuneSeptember 30, Ended JuneSeptember 30,
--------------------- ----------------------------------------------- --------------------------
2002 2001 2002 2001
----- ------ ----- -------------- -------- ---------- --------
(in thousands) (in thousands)
Consolidated net income $331,392 $272,573Net Income $ 555,678595,413 $ 592,118554,378 $ 1,151,091 $ 1,146,496
Other comprehensive income - continuing operations:
Change in fair value of marketable securities 431 (113) 291 202248 74 539 276
Cumulative effect of accounting change for qualifying - - - 286
hedges,
net of tax of $180$0, $0, $0, $181, respectively - - - 286
Changes in fair value of qualifying hedges, net of tax of (35,941) (479) (29,692) 27
$(22,483)(21,591) (9,680) (51,283) (9,653)
$(13,310), $(297)$(5,426), $(18,439)$(32,255), and $(61)$(5,487), respectively
Less: Reclassification adjustment for amounts included in 38 - 38 -
net
income, net of tax of $24 -------- ------ -------- ---------$166, $0, $190, $0, respectively 260 - 298 -
----------- ---------- ----------- -----------
Total other comprehensive income - Continuingcontinuing operations (35,472) (592) (29,363) 515
-------- ------ -------- ---------$ (21,083) $ (9,606) $ (50,446) $ (9,091)
----------- ---------- ----------- -----------
Other comprehensive income - discontinued operations:
Cumulative effect of accounting change for qualifying - - - (249,246)
hedges, net of tax of $(121,326)$(121,325)
Changes in fair value of qualifying hedges, net of tax of - - - (103,962)
$(50,606)$(50,605)
Less: Reclassification adjustment for amounts included in - - - 59,857
net income, net of tax of $29,137
Foreign currency translation adjustments, net of tax of
$0, $0, $0, $(10,319), respectively - - - (21,199)
-------- ------ -------------------- ---------- ----------- -----------
Total other comprehensive income - discontinued operations $ - $ - $ - $ (314,550)
-------- ------ -------------------- ---------- ----------- -----------
CONSOLIDATED COMPREHENSIVE INCOME $295,920 $271,981 $ 526,315574,330 $ 278,083
======== ======== =========544,772 $ 1,100,645 $ 822,855
=========== ========== =========== ===========
___________________________________________________________________________________________________________________________________
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
CONDENSED CONSOLIDATED STATEMENTS OF ACCUMULATED OTHER COMPREHENSIVE INCOME (UNAUDITED)
At At
JuneSeptember 30, December 31,
2002 2001
------------- -------------------------- -----------
(in thousands)
Balance at beginning of period - continuing operations $7,149$ 7,149 $ 249
Change in current period - continuing operations (29,363)(50,446) 6,900
-------- ----------------- ---------
BALANCE AT END OF PERIOD - Continuing Operations (22,214)(43,297) 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 ($22,214)$ (43,297) $ 7,149
======== ========
11========= ==========
___________________________________________________________________________________________________________________________________
The accompanying notes as they relate to SOUTHERN are an integral part of these statments.statements.
12
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
SECONDTHIRD QUARTER 2002 vs. SECONDTHIRD QUARTER 2001
AND
YEAR-TO-DATE 2002 vs. YEAR-TO-DATE 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;Super Southeast; and energy-related products and services for
its retail customers.
Earnings
SOUTHERN's secondthird quarter 2002 and year-to-date 2002 earnings from
continuing operations were $331$595 million ($0.470.84 per share) and $555.7 million$1.15 billion
($0.791.63 per share), respectively, compared with $270.4$554 million ($0.400.80 per share)
and $449.9
million$1.0 billion ($0.661.46 per share) in the secondthird quarter 2001 and year-to-date
2001. The increases in earnings for the secondthird quarter 2002 and year-to-date 2002
are due to several positive factors, including increased demand for electricity,
continued customer growth, solid performance by the competitive generation
business, lower interest rates and the overall impact of regulatory rate
proceedings at each of the operating companies,in Alabama, Florida and Mississippi, partially offset by the impact
of higher operation and maintenance costsoperating expenses in the third quarter 2002 associated with new
generation units that have come on line in the past year. Contributing significantlyyear, start-up costs at
Southern Gas during the third quarter 2002 and the impact on the energy services
business from the manufacturing industry's downturn. Warmer weather in the third
quarter 2002 as compared to unusually mild temperatures in 2001 caused the
increased demand for electricity was the warmer weather experienced in the
second quarter 2002 contrasted with the unusually mild temperatures that
dampened demand in 2001.energy. In July 2002, SOUTHERN raised its annual dividend
by 3 cents to $1.37 per share, or $0.3425 per quarter.
Significant income statement items appropriate for discussion include the
following:
Increase (Decrease)
-----------------------------------------------------------------
Second-------------------------------------------------------------------
Third Quarter Year-To-Date
------------------------------------------------------------------------------------------------------ -----------------------------
(in thousands) % (in thousands) %
Retail sales $ 36,875 1.7113,304 4.3 $ (5,151) (0.1)108,153 1.6
Sales for resale (38,529) (10.1) (59,415) (6.4)
Other revenues 25,612 20.2 39,075 15.68,772 6.0 47,847 12.1
Fuel expense 31,638 4.8 (1,650) (0.1)93,824 12.5 92,174 4.6
Purchased power expense (73,687) (37.3) (120,096) (38.6)(153,955) (45.6) (274,051) (42.2)
Other operations expense 46,294 9.7 86,115 9.8
Maintenance expense 17,378 7.6 20,311 4.576,684 16.5 162,799 12.1
Depreciation and amortization (29,116) (10.3) (87,147) (14.8)(16,858) (6.0) (104,005) (12.0)
Equity in losses of subsidiaries (9,712) (60.6) (22,919) (122.3)6,758 36.5 29,677 79.7
Other, net (44,404) (130.7) (50,987) (81.3)
Interest expense, net (22,918) (15.7) (48,097) (16.5)
----------------------------------------------------------------(12,619) (9.2) (60,716) (14.2)
--------------------- --------------- ------------------ ----------
Retail sales. Excluding fuel revenues, which generally do not affect net
income, retail sales revenue was up by $63$135 million, or 4.2%7.4%, in the secondthird
quarter 2002 and $59$194 million, or 2.1%4.2%, year-to-date 2002 when compared to the
samecorresponding periods in the prior year. Energy sales to residential, commercial
and industrial customers for the secondthird quarter 2002 increased by 7.8%9.1%, 3.1%3.5% and
1.5%3.0%, respectively, as compared to the
13
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
comparable reporting period in 2001. For year-to-date 2002 as compared to 2001,
energy sales to residential, commercial and commercialindustrial customers increased by
5.3%6.8%, 2.7% and 2.3%0.9%, respectively, whilerespectively. Warmer weather and customer growth
significantly impacted energy sales to these customers in both the third quarter
2002 and year-to-date 2002 when compared to the same periods in the prior year.
Although retail energy sales to industrial customers declined by 0.3%. As indicated above, energy salesincreased slightly in the
residential and commercial sectors for both reporting periods benefited from the
warmer weather experienced this year as2002
when compared to the milder than normal
12
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIE
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
temperatures experiencedcorresponding periods in 2001, and from an approximate 1.5% increase in the
number of residential customers served. Energyoverall sales to industrial
customers continueremain depressed due to be negatively affected by the continuing effect of sluggish economic
conditions.
Sales for resale. The third quarter 2002 and year-to-date 2002 decreases
are primarily attributed to reduced energy sales to these customers when
compared to the same periods in 2001.
Other revenues. The third quarter 2002 increase in other revenues, forwhen
compared to the second quarter 2002
compared tosame period in 2001, is primarily dueattributed to a $10revenues of
$10.6 million increasefrom Southern Gas and $9.2 million in revenues from subscribers of
SOUTHERN's wireless communications subsidiary. In the third quarter 2002,
however, these increases were partially offset by decreases in revenues from
other subsidiaries. Beginning August 1, 2002, Southern Gas' results of
operations are included in SOUTHERN's consolidated financial statements. The
year-to-date 2002 increase reflects increased revenues of $25.3 million from
subscribers of SOUTHERN's wireless communications subsidiary related to increases in
subscribers. Additional increases of $5.0 million related to a purchase power
contract settlement, $3.5 million in transmission revenues and $2.5 million in
customer account fees also contributed. A significant portion of the remaining
year-to-date increase is due toincreased
revenues from the operations of a subsidiary formed in April 2001 that provides
services related to alternative fuel products.
Fuel expense. As a result of increased energy sales caused by warmer
temperatures,During the third quarter 2002 and year-to-date 2002, fuel
expense was higherincreased when compared to the same periods in the second quarter 2002. A significant
portion of this increase relatesprior year due to a
number of factors. These factors include three new 574 megawattcombined-cycle generating
plants (Plant Franklin Unit 1 and Plant Wansley Units 6 and 7) placed into
service in June 2002 by SOUTHERN POWER, another generating unit (Plant Smith
Unit 3) placed ininto service by GULF in April 2002 by GULF and to increased fuel
expenses incurred by Southern Power, SOUTHERN's competitive wholesale generating
subsidiary. In June 2002, Southern Power placed in service three new
combined-cycle generating units, Plant Franklin Unit No. 1 (previously known as
Plant Goat Rock) and Plant Wansley Units No. 6 and No. 7 (aggregating 1,705
megawatts). For year-to-date 2002, fuel expense decreased slightly, primarily
due to the lower price ofhigher unit costs for
natural gas during the first quarter 2002 compared to
2001.gas.
Purchased power expense. InThroughout the secondSOUTHERN system, an additional
2,279 megawatts of generation has been placed into commercial operation during
2002, which resulted in decreases for the third quarter 2002 and year-to-date
2002 in purchased power expense decreased mainly due to lower costs associated with
these energy purchases and commercial operation of new units at MISSISSIPPI's
Plant Daniel in May 2001, GULF's Plant Smith in April 2002 and Southern Power's
units as described above when compared to the corresponding periods in 2001.expense. 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 operations expense. ForDuring the secondthird quarter 2002 compared to 2001, the
increase inand year-to-date
2002, other operations expense isincreased primarily relateddue to a $33 million
increase inincreased
administrative and general expenses and, an $11 million increase in
operation expenses due to a lesser extent, increased fossil
steam production.
The increase in
administrative and general expenses primarily relates to increases of $8 million
in transportation expenses and $10 million in other operating expenses for the
alternative fuel products subsidiary formed in April 2001; $8 million for
SOUTHERN's wireless communications subsidiary as a result of its customer
growth; and $5 million for Southern Power due to the operation of its generating
plants beginning in August 2001. Similar increases in administrative and general
expenses are reflected in the total year-to-date increase for other operations
expense.
Maintenance expense. These expenses were higher in each reporting period
when compared to the same periods in 2001 because of scheduled work performed on
power generating, transmission and distribution facilities.
Depreciation and amortization. While depreciation and amortization expense
varied among the individual subsidiaries in the current reporting periods due to
changes in utility plant in service, there was anThe overall decrease is primarily as a result
of GEORGIA's discontinuing accelerated depreciation and beginning amortization
of the regulatory liability for accelerated cost recovery in January 2002 in
accordance with its new retail rate order. For the secondthird quarter 2002 and
year-to-date 2002, the decrease in depreciation and amortization related to
GEORGIA amounted to $38.5$38.2 million and $107$145.1 million, respectively. Reference is
made to Note (H) in the "Notes to the Condensed Financial Statements" herein.
13These decreases were partially offset by the initiation of depreciation on
property placed in service during the year, including the four generating units
referred to previously.
14
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
Equity in losses of subsidiaries. The increase for the secondthird quarter 2002 and year-to-date
2002 increases when compared to the same periods in 2001 isare primarily
attributed to SOUTHERN's investments in partnerships producing alternative fuel
products. SOUTHERN formed a new subsidiary in April 2001 to hold its investment
in a partnership producing alternative fuel products.
Other, net. For the third quarter 2002 and year-to-date 2002, the decrease
in this item is attributed to mark to market adjustments for derivative energy
contracts as required by FASB Statement No. 133, higher non-utility expenses in
the current period and gains on property sales recorded in the same periods in
2001. Further contributing to these decreases in 2002 are expenses related to a
new electricity pricing program. See "Exposure to Market Risks" herein for
additional information on derivative energy contracts.
Interest expense, net. DuringFor the secondthird quarter 2002 and year-to-date 2002,
interest expense, net decreased primarily due to a reduction in interest rates
compared to the same periods in 2001. SOUTHERN and its subsidiaries engage in
new external financing for refunding purposes and to finance ongoing
construction programs. The decrease in average rates was partially offset by a
$927 million net increase in outstanding long-term debt (including current
portions).
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, including Mirant's recent announcement related to investigations
into potential 2001 accounting issues. If any of these issues require
adjustments and relate to periods prior to the spin off, SOUTHERN's earnings
from discontinued operations and net assets of discontinued operations for such
periods would be affected. Any such issues would have no effect on SOUTHERN's
2002 earnings or its future earnings potential.
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.
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, including Mirant's recent Form 10-Q filings describing, among
other things, certain accounting errors identified for the period January 1,
1999 through June 30, 2002. Mirant announced that it has requested its
independent auditors to reaudit Mirant's 2000 and 2001 financial statements to
address the accounting errors identified during its review and to comply with
certain new accounting standards. If Mirant's reaudit results in adjustments
that relate to periods prior to the spin off, SOUTHERN's earnings from
discontinued operations and net assets of discontinued operations could be
affected. Because any such adjustments would only relate to operations
discontinued by SOUTHERN, they would have no effect on SOUTHERN's 2002 earnings
or its future earnings potential, financial position, liquidity or cash flows.
Based on the nature and amount of Mirant's identified accounting errors,
SOUTHERN's management does not currently anticipate that a reaudit of SOUTHERN's
2000 and 2001 financial statements will be necessary.
SOUTHERN's business activities are subject to extensive governmental
regulation related to public health and the environment. Litigation over
environmental issues and claims of various types, including property damage,
personal injury and citizen enforcement of environmental requirements, has
increased generally throughout the United States; in particular, personal injury
claims for damages caused by alleged exposure to
15
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
hazardous materials have become more frequent. Although the ultimate outcome of
such litigation currently filed against SOUTHERN and its subsidiaries cannot be
predicted at this time, management does not anticipate that the liabilities, if
any, arising from such proceedings would have a material adverse effect on
SOUTHERN's financial position, results of operations or cash flows.
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, including the EPA litigation, see Item 7 -
MANAGEMENT'S DISCUSSION AND ANALYSIS - "Environmental Matters" and Note 3 to the
financial statements of SOUTHERN in the Form 10-K. On July 30,November 4, 2002, the U. S.U.S.
District Court in Alabama extended the stay of the EPA litigation proceeding in
Alabama through
late October 2002.until the earlier of February 4, 2003 or a ruling by the U.S. Court of
Appeals for the Eleventh Circuit in the related litigation involving TVA.
On April 25, 2002, the Stakeholder Advisory Committee met and selected the
candidates that will be considered for the SeTrans ISA. On June 27, 2002,
SOUTHERN and other SeTrans sponsors submitted a Petition for Declaratory Order
seeking the FERC's approval of the SeTrans governance structure and the
selection process for the ISA, as well as guidance on various issues. The FERC
granted the petition askson October 10, 2002, approving the governance structure and
the selection process for a response
from the ISA. The FERC by October 2002.also provided guidance on other
issues identified in the petition. On November 1, 2002, the SeTrans sponsors
announced that they had selected the team of ESB International, Ltd. ("ESBI")
and Accenture LLP as the preferred candidate for the ISA. Should negotiations
with this candidate successfully conclude with final agreement among the
parties, the sponsors intend to seek any regulatory or other approvals necessary
for formation of the SeTrans RTO and the approval of ESBI/Accenture to serve in
the capacity of 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.
14
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
OnIn June 3, 2002, SOUTHERN formed a wholly-owned subsidiary, Southern Company Gas LLC.Gas.
Southern Gas will operateoperates as a retail gas marketer in the State of Georgia. On July
19, 2002, Southern Gas completed its acquisition out of bankruptcy from The New
Power Company ("New Power") of approximately 210,000 retail natural gas
customers located in the State of Georgia, representing a 15% market share.
Southern Gas also purchased from New Power proprietary risk management software
and hardware systems, natural gas inventory and accounts receivable. The total
purchase price was approximately $60 million. TheBeginning August 1, 2002, Southern
Gas' results of operations of Southern Gas will beare included in theSOUTHERN's consolidated financial
statements from the date of acquisition.statements.
On July 31, 2002, the FERC issued a notice of proposed rulemaking entitled
"Remedying Undue Discrimination Through Open Access Transmission Service and
Standard Electricity Market Design." The FERC has indicated that the proposal,
if adopted, would (among other things): (i) require transmission assets of
jurisdictional utilities to be operated by an independent entity; (ii) establish
a standard market design; (iii) establish a single type of transmission service
that applies to all customers; (iv) assert jurisdiction over the transmission
component of bundled retail service; (v) establish a generation reserve margin;
(vi) establish bid caps for day-ahead and spot energy markets; and (vii) revise
the FERC policy on the pricing of transmission expansions. CommentsThe FERC has revised
the comment schedule such that comments on the
proposalcertain issues are due 75 days after its issuance.on November
15, 2002 and comments on other issues are due on January 10, 2003. Reply
comments are due on February 17, 2003. Any impact of this proposal on SOUTHERN
and its subsidiaries will depend on the form in which final rules may be
ultimately adopted.
16
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
Reference is made to Note 5 to SOUTHERN's financial statements in the Form
10-K, regarding Long-Term Power Sales Agreements. MISSISSIPPI and Southern PowerSOUTHERN POWER
have capacity sale contracts with a customer thatsubsidiaries of Dynegy Inc. ("Dynegy"). Dynegy
is currently experiencing liquidity problems and has had its credit rating
reduced below investment grade. Minimum capacity revenues under these contracts
average approximately $13 million annually through May 2005 for Southern PowerSOUTHERN POWER
and $21 million annually for MISSISSIPPI through May 2011. The customerDynegy has provided
letters of credit expiring in February 2003 and totaling $20 million (approximately
18 months of capacity payments) to Southern PowerSOUTHERN POWER and $26 million (approximately
15 months of capacity payments) to MISSISSIPPI. In addition, two one-year
letters of credit totaling $50 million (approximately 14 months of capacity
payments) were provided in April 2002 as security for obligations of affiliates
of Dynegy under the Plant Franklin Unit 3 PPA beginning in 2005. These letters
of credit can be drawn if they are not
replaced by acceptable securityin the event of (a) a default under the PPA or (b)
failure to renew the letters of credit prior to expiration or if the customer defaults
under the contract.expiration. In the event of such
a default, and if MISSISSIPPI and Southern PowerSOUTHERN POWER were unable to resell that
capacity in the market, future earnings could be affected. The outcome cannot
now be determined.
Reference is made to Notes (B) through (I), (N) and (O) 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. Reference is also made to Note (E) in the "Notes to
the Condensed Financial Statements" herein for information relating to a
subpoena received by SOUTHERN from the U.S. District Court for the Northern
District of California and to certain lawsuits regarding the installation of
fiber optic cable over existing easements of certain SOUTHERN subsidiaries.
Accounting Policies
Critical PolicyPolicies
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.
15
SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
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. Reference is made to
"Exposure to Market Risks" below and Note (N) in the "Notes to the Condensed
Financial Statements" herein for information relating to derivative instruments.
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.
17
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
In July 2002, the FASB issued Statement No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities." Statement No. 146 requires
that a liability for costs associated with an exit or disposal activity be
recognized and measured initially at fair value when the liability is incurred.
Disposal activities which are addressed in Statement No. 146 include the
termination benefits provided to current employees that are involuntarily
terminated, costs to terminate a contract that is not a capital lease and costs
to consolidate facilities or relocate employees. Statement No. 146 is
effective for exit or disposal activities that are initiated after
December 31, 2002. SOUTHERN does not expect that adoption of Statement No. 146
will have a material impact on its financial statements.
Reference is made to Note 1 to the financial statements of SOUTHERN in Item
8 of the Form 10-K regarding SOUTHERN's adoption of FASB Statement No.133,
"Accounting for Derivative Instruments and Hedging Activities," as amended.
Recent accounting changes have been issued by the Emerging Issues Task Force
("EITF") of the FASB. These changes will require certain energy trading
contracts that are currently marked to market to be accounted for under the
accrual basis. These changes will also require certain trading activities to be
recorded on a net basis for income statement presentation. The new rules will be
effective January 1, 2003. SOUTHERN is in the process of determining the impact
of this recently issued guidance. However, in many cases, SOUTHERN's current
transactions meet the normal purchases and sale exception under FASB Statement
No. 133 and are already accounted for under the accrual basis.
FINANCIAL CONDITION
Overview
Major changes in SOUTHERN's financial condition during the first sixnine months of
2002 included $1.4$2.0 billion used for gross property additions to utility plant.
The funds for these additions and other capital requirements were primarily
obtained from issuances of other long-term debt.senior notes. 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
("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% 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.
In June 2002, the FASB issued an exposure draft for comment on a proposed
interpretation on "Consolidation of Certain Special-Purpose Entities," an
interpretation of Accounting Research Bulletin No. 51. It is expected that the
exposure draft would be finalized by year end, with an effective date for
existing transactions subject to the interpretation, including MISSISSIPPI's
lease transaction, to be implemented on April 1, 2003. This interpretation is in
draft form; the final pronouncement may differ from the draft. However, in its
current draft form, MISSISSIPPI would be deemed to be the "primary beneficiary"
of its lease arrangement with Escatawpa and would be required to consolidate the
leased asset and related debt on its books or to restructure the existing
arrangement to comply with the final rules. Until final rules are approved by
the FASB, MISSISSIPPI will continue to analyze the
impact of the exposure draft.
MISSSISSIPPI's current operating lease arrangement with Escatawpa has been
1618
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
impact of the exposure draft. MISSISSIPPI's current operating lease arrangement
with Escatawpa has been reviewed and approved by the Mississippi PSC and is
reflected and approved for recovery in both its retail and wholesale rate
jurisdictions. Consolidation of the leased asset and related debt could require
MISSISSIPPI to seek additional regulatory review.
In 2001, Southern PowerSOUTHERN POWER entered into a financial arrangement with
Westdeutsche Landesbank Girozentrale ("WestLB") whereby Southern PowerSOUTHERN 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 PowerSOUTHERN POWER acted
as an agent for WestLB and instructed WestLB when to make payments to the
vendors. Southern PowerSOUTHERN POWER terminated this arrangement and reacquired these assets
in March 2002 for their original cost of $61 million.
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 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 JuneSeptember 30, 2002, the maximum
potential collateral requirements under the electricity sale contracts and
financial instrument agreements were approximately $404$422 million. Generally,
collateral may be provided for by a SOUTHERN guaranty, letter of credit or cash.
At JuneSeptember 30, 2002, there were no material collateral requirements for the
gas purchase contracts or other financial instrument
agreements.contracts.
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, 2001.2001 reporting period. In
addition, SOUTHERN is not aware of any facts or circumstances that would
significantly affect such exposures in the near term.
Due to cost-based rate regulations, the operating companies have limited
exposure to market volatility in interest rates, commodity fuel prices and
prices of electricity. To mitigate residual risks relative to movements in
electricity prices, the operating companies and Southern PowerSOUTHERN 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, ALABAMA, MISSISSIPPI and SAVANNAHthe operating companies, with the exception of GEORGIA, have implemented
fuel-hedging programs at the instruction of their respective PSCs. The fair
value of derivative energy contracts at JuneSeptember 30, 2002 is as follows:
Second Quarter
2002 Year-to-Date
Changes Changes
- -----------------------------------------------------------------------
Fair Value
-------------------------------------------------------------------
(in thousands)
Contracts beginning of period $32,314 $ 1,290
Contracts realized or settled (8,403) (9,511)
New contracts at inception - -
Changes in valuation techniques - -
Current period changes 5,269 37,401
-----------------------------------------------------------------
Contracts at June 30, 2002 $29,180 $29,180
=================================================================
1719
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
Third Quarter
2002 Year-to-Date
Changes Changes
---------------------------------- ---------------------------------------
Fair Value
---------------------------------- --------------------------------------
(in millions)
Contracts beginning of period $29.2 $ 1.3
Contracts realized or settled (5.5) (15.0)
New contracts at inception - -
Changes in valuation techniques - -
Current period changes 17.3 54.7
---------------------------------- ----------------------- ---------------
Contracts at September 30, 2002 $41.0 $41.0
================================== ======================= ===============
Source of JuneSeptember 30, 2002
Valuation Prices
------------------------------------------------------------------------------------------------------------- ---------------------------------------
Maturity
Total ----------------------------------------------------
Fair Value Year 1 1-3 Years
-------------------------------------------------------------------------------------------------------------- ---------------------------------------
(in thousands)millions)
Actively quoted $29,180 $18,747 $10,433$41.0 $38.2 $2.8
External sources - - -
Models and other methods - - -
------------------------------------------------------------------------------------------------------------- ------------ -------------------------
Contracts at JuneSeptember 30, 2002 $29,180 $18,747 $10,433
===========================================================================$41.0 $38.2 $2.8
================================== ============ ==========================
Unrealized gains and losses from mark to market adjustments on contracts
related to the PSC-approved fuel hedging programs are recorded as regulatory
assets and liabilities. Realized gains and losses from these programs are
included in fuel expense and are recovered through the operating companies' fuel
cost recovery clauses. In addition, unrealized gains and losses on electric and
gas contracts used to hedge anticipated purchases and sales are deferred in
other comprehensive income.Other Comprehensive Income. Gains and losses on contracts that do not represent
hedges are recognized in the Statements of Income as incurred.
At JuneSeptember 30, 2002, SOUTHERN had approximately $25.8the fair value of derivative energy contracts totals
$41.0 million which consists of $30.3 million in regulatory liabilities, related$8.1
million deferred in Other Comprehensive Income and $2.6 million recognized in
income. The $30.3 million in regulatory liabilities relates to unrealized gains
on mark to market derivative contracts associated with the fuel hedging programs.programs
of the operating companies with the exception of GEORGIA. The $8.1 million
deferred in Other Comprehensive Income relates to cash flow hedges for gas and
power contracts for SOUTHERN POWER and Southern Gas. The $2.6 million recognized
in income relates to gas and power contracts for the operating companies,
SOUTHERN POWER and Southern Gas. For the quarters ended JuneSeptember 30, 2002 and
2001, approximately $3.7$2.2 million and $0.1$20.0 million, respectively, of gains were
recognized in income. For the sixnine months ended JuneSeptember 30, 2002 and 2001,
approximately $6.1$(3.9) million and $4.2$15.8 million, respectively, of lossesgains (losses)
were recognized in income. SOUTHERN is exposed to market price risk in the event
of nonperformance by the parties to the derivative energy contracts. SOUTHERN's
policy is to enter into agreements with counterparties that have investment
grade credit ratings by Moody's and S&P; therefore SOUTHERN does not anticipate
nonperformance by the counterparties. For additional information, reference is
made to Item 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS - "Market Price Risk" of
SOUTHERN in the Form 10-K, Note 1 to the financial statements of SOUTHERN in
Item 8 of the Form 10-K and Note (N) in the "Notes to the Condensed Financial
Statements" herein.
20
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
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 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, which are guaranteed
by SOUTHERN. The proceeds from these sales were loaned to SOUTHERN and applied
by SOUTHERN to repay a portion of its outstanding short-term indebtedness. In
connection with the $400 million issuance, SOUTHERN entered into an interest
rate swap to exchange 5.30% fixed for a floating 6-month LIBOR less 0.103%.
Reference is made to Note (N) in the "Notes to the Condensed Financial
Statements" herein for additional information relating to derivative
instruments.
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.
18
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
In June 2002, ALABAMA issued $350 million of Series P Floating Rate Senior
Notes due December 29, 2002.2003. The proceeds from the sale were used to redeem, in
July 2002, $345.5 million aggregate principal amount of its First Mortgage
Bonds, 7.75% Series due February 1, 2023, 7.45% Series due July 1, 2023 and
7.30% Series due November 1, 2023. In connection with the issuance, ALABAMA
entered into interest rate swap agreements to fix the floating rate at 3.015%.
Reference is made to Note (N) in the "Notes to the Condensed Financial
Statements" herein for additional information relating to derivative
instruments.
In June 2002, Georgia Power Capital Trust V, a statutory business trust,
sold $440 million of its 7?%7 1/8% Trust Preferred Securities, which are guaranteed
by GEORGIA. The net proceeds from this issuance were used to redeem Georgia
Power Capital Trust I and III preferred securities totaling $414 million and
repay a portion of GEORGIA's outstanding short-term indebtedness.
In June 2002, Southern PowerSOUTHERN POWER issued $575 million of 6.25% Senior Notes,
Series A due July 15, 2012. The net proceeds were used to reduce outstanding
indebtedness under a revolving credit agreement and to reduce loans from
SOUTHERN. Southern PowerSOUTHERN POWER also settled several interest rate swap agreements
entered into in anticipation of this issuance forat a $16.9 million.million loss. This
amount has been deferred in other comprehensive incomeOther Comprehensive Income and will be amortized to
interest
expenseInterest Expense over the life of the senior notes.Senior Notes. Reference is made to Note
(N) in the "Notes to the Condensed Financial Statements" herein for additional
information relating to derivative instruments.
21
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
Also in June 2002, SOUTHERN entered into interest rate swaps related to the
LIBOR component of its
anticipated issuances of fixed rate commercial paper. The swaps fixed the 1-month LIBORyield
at an average 3.1975%. The swaps relate to $400 million notional commercial
paper issuances through June 2003 and $200 million notional commercial paper
issuances through June 2004. Reference is made to Note (N) in the "Notes to the
Condensed Financial Statements" herein for additional information relating to
derivative instruments.
In July 2002, GEORGIA issued $300 million of Series J 4.875% Senior Notes
due July 15, 2007. The net proceeds from this issuance were used to repay a
portion of a $350 million bank loan.
In anticipation of this issuance, GEORGIA
entered into interest rate swaps related to the 5 year treasury rate. These
swaps fixed the 5 year treasury rate at an average 4.018% on a $300 million
notional amount. The swaps were settled prior to the actual senior note issuance
for $(0.5) million. This amount will be amortized as a credit to interest
expense over the life of the senior notes.
Also in July 2002, Southern Company Capital Trust VI, a statutory business
trust, sold $200 million of its 7.125% Trust Preferred Securities, which are
guaranteed by SOUTHERN. The net proceeds will bewere used to redeem in August 2002
the outstanding $200
million aggregate liquidation amount of Southern Company Capital Trust III 7.75%
Cumulative Quarterly Income Preferred Securities.
In September 2002, GULF sold through public authorities $13 million of
solid waste disposal facilities revenue refunding bonds due September 1, 2028.
The proceeds, together with other moneys of GULF, were used to redeem $13
million aggregate principal amount of solid waste disposal facilities revenue
bonds, Series 1993.
Also in September 2002, GULF sold through public authorities $42 million of
pollution control revenue bonds due September 1, 2037. The proceeds, together
with any investment proceeds and other moneys of GULF, were used to redeem $42
million aggregate principal amount of pollution control revenue bonds, First
Series 1994 and Second Series 1994.
Further, in September 2002, SAVANNAH entered into a three-year revolving
credit agreement in the amount of $30 million. SAVANNAH immediately borrowed $25
million against this line, which will remain outstanding until the termination
of the line on September 6, 2005. This long-term borrowing is priced at 6 months
LIBOR + 37.5 basis points. The proceeds of the borrowing were used to pay off
short-term indebtedness.
In October 2002, Alabama Power Capital Trust IV, a statutory trust, issued
$100 million in Flexible Trust Preferred Securities (Five Year Initial Fixed
Rate of 4.75%) and Alabama Power Capital Trust V, a statutory trust, issued $200
million in Flexible Trust Preferred Securities (Seven Year Initial Fixed Rate of
5.50%). Both of these issuances of flexible trust preferred securities are
guaranteed by ALABAMA. The net proceeds were used to redeem $297 million in
aggregate outstanding liquidation amount of Alabama Power Capital Trust I 7.375%
Trust Preferred Securities and Alabama Power Capital Trust II 7.60% Trust
Preferred Securities and for general corporate purposes.
Also, in October 2002, ALABAMA issued $225 million of Series Q 5.50% Senior
Notes due October 15, 2017. The proceeds from the sale will be used to redeem,
in November 2002, $217.9 million in aggregate principal amount of its Series D
6.50% Senior Insured Quarterly Notes due September 30, 2018 and for general
corporate purposes.
22
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
Additionally, in October 2002, ALABAMA announced the planned redemptions of
(i) 500 shares of Auction Rate Preferred Stock (1988 Series) to be redeemed on
November 13, 2002 at a price of $100,000 per unit, plus accrued and unpaid
dividends to the redemption date; (ii) 200 shares of Auction Rate Preferred
Stock (1993 Series) redeemed on November 6, 2002 at a price of $100,000 per
share, plus accrued and unpaid dividends to the redemption date; and (iii) 1,000
shares of Capital Auction Preferred Securities of Alabama Power Capital Trust
III to be redeemed on November 29, 2002 at the redemption price of $50,000 per
preferred security, plus accrued and unpaid distributions to the date of
redemption.
Further, in October 2002, MISSISSIPPI sold through public authorities an
aggregate principal amount of $42.625 million of Mississippi Business Finance
Corporation Pollution Control Revenue Refunding Bonds, Series 2002. The proceeds
of this sale will be used to redeem (i) $16.75 million aggregate principal
amount of Harrison County, Mississippi Pollution Control Revenue Refunding
Bonds, Series 1992; (ii) $18 million aggregate principal amount of Jackson
County, Mississippi Pollution Control Revenue Refunding Bonds, Series 1993; and
(iii) $7.875 million aggregate principal amount of Mississippi Business Finance
Corporation Water Pollution Control Revenue Refunding Bonds, Series 1993.
In November 2002, Georgia Power Capital Trust VI, a statutory trust, sold
$300 million of its Flexible Trust Preferred Securities, which are guaranteed by
GEORGIA. The initial interest rate in effect through November 1, 2007 is 4.875%.
The net proceeds from this issuance will be used to repay a portion of GEORGIA's
short-term indebtedness and to redeem in December 2002 $175 million of 7.60%
Trust Preferred Securities issued by Georgia Power Capital Trust II.
On November 7, 2002, SAVANNAH issued $55 million of Series D 5.50% Senior
Insured Quarterly Notes due November 15, 2017. The proceeds will be used to
redeem in December 2002 $23.1 million outstanding aggregate principal amount of
its First Mortgage Bonds, 7.40% Series due July 1, 2023 and $30 million
outstanding aggregate principal amount of its Series A 6 5/8% Senior Retail
Intermediate Bonds due March 17, 2015 and for general corporate purposes.
The market price of SOUTHERN's common stock at JuneSeptember 30, 2002 was
$27.40$28.78 per share and the book value was $11.71$12.24 per share, representing a
market-to-book ratio of 234%235%, compared to $25.35, $11.43 and 222%, respectively,
at the end of 2001. The dividend for the secondthird quarter 2002 was $0.3425 per
share.
19
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
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 - "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 $1.6 billion$992 million
will be required by JuneSeptember 30, 2003 for redemptions and maturities of
long-term debt. Also, SOUTHERN and its subsidiaries 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 and Southern PowerSOUTHERN POWER
23
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
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
JuneSeptember 30, 2002 approximately $674.7$293 million of cash and cash equivalents and
approximately $4.7 billion of unused credit arrangements with banks, of which
$1.3 billion$228 million expire in 2002 and $3.4$3.5 billion expire in 2003 and $978 million
expire in 2004 and beyond. Of the facilities maturing in 2002 and 2003, $2.8
billion contain provisions allowing two-year term loans executable at the
expiration date. These unused credit arrangements also provide liquidity support
to variable rate pollution control bonds and commercial paper programs. The
operating companies 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 each of the operating
companies. At JuneSeptember 30, 2002, the SOUTHERN system had extendible commercial
notes outstanding of $67$70 million, short-term notes payable outstanding of $409$37
million and commercial paper outstanding of $1.194$1.1 billion. Management believes
that the need for working capital can be adequately met by utilizing lines of
credit without maintaining large cash balances.
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. Reference is also made to Note (N) in the
"Notes to the Condensed Financial Statements" herein for information relating to
derivative instruments.
20Item 4. Controls and Procedures.
(a) Evaluation of disclosure controls and procedures.
Within 90 days of the filing date of this quarterly report, SOUTHERN, the
operating companies and SOUTHERN POWER conducted separate evaluations under the
supervision and with the participation of each company's management, including
the Chief Executive Officer and the Chief Financial Officer, of the
effectiveness of the design and operation of the disclosure controls and
procedures (as defined in Sections 13a-14(c) and 15d-14(c) of the Securities
Exchange Act of 1934). Based upon those evaluations, the Chief Executive Officer
and the Chief Financial Officer, in each case, concluded that the disclosure
controls and procedures are effective in alerting them in a timely manner to
material information relating to each company (including its consolidated
subsidiaries) required to be included in periodic filings with the SEC.
(b) Changes in internal controls.
None.
24
ALABAMA POWER COMPANY
2125
ALABAMA POWER COMPANY
CONDENSED STATEMENTS OF INCOME (UNAUDITED)
For the Three Months For the SixNine Months
Ended JuneSeptember 30, Ended JuneSeptember 30,
--------------------- --------------------
2002 2001 2002 2001
----------------------- ------------------------ ---- ---- ----
(in thousands) (in thousands)
Operating Revenues:
Retail sales $736,174 $712,507 $1,368,071 $1,347,279$ 924,944 $ 814,392 $ 2,293,015 $ 2,161,671
Sales for resale --
Non-affiliates 119,540 122,484 214,163 232,946143,968 150,701 358,131 383,647
Affiliates 42,497 44,990 97,174 120,12325,547 69,196 122,721 189,319
Other revenues 26,132 23,886 47,184 53,52124,677 26,428 71,861 79,949
--------- ----------------- ---------- ----------
Total operating revenues 924,343 903,867 1,726,592 1,753,8691,119,136 1,060,717 2,845,728 2,814,586
--------- ----------------- ---------- ----------
Operating Expenses:
Operation --
Fuel 233,536 233,308 443,833 492,763274,181 285,945 718,014 778,708
Purchased power --
Non-affiliates 20,413 41,691 36,184 76,00040,319 51,862 76,503 127,862
Affiliates 41,913 51,023 74,643 87,00944,865 31,340 119,508 118,349
Other 141,510 144,000 261,572 255,002148,679 123,202 410,251 378,204
Maintenance 77,701 88,209 154,515 164,56962,843 57,898 217,358 222,467
Depreciation and amortization 98,934 97,087 197,209 192,604100,404 93,862 297,613 286,466
Taxes other than income taxes 54,103 54,335 111,603 111,68155,184 54,789 166,787 166,470
--------- ----------------- ---------- ----------
Total operating expenses 668,110 709,653 1,279,559 1,379,628726,475 698,898 2,006,034 2,078,526
--------- ----------------- ---------- ----------
Operating Income 256,233 194,214 447,033 374,241392,661 361,819 839,694 736,060
Other Income (Expense):
Interest income 3,190 3,116 6,352 6,9563,546 4,448 9,898 11,404
Equity in earnings of subsidiaries 863 944 1,815 1,999958 1,002 2,773 3,001
Other, net (2,455) (633) (11,965) (3,273)(6,056) 1,881 (18,021) (1,392)
--------- ----------------- ---------- ----------
Earnings Before Interest and Income Taxes 257,831 197,641 443,235 379,923391,109 369,150 834,344 749,073
--------- ----------------- ---------- ----------
Interest and Other:
Interest expense, net 58,568 62,804 114,217 121,46954,835 65,139 169,052 186,608
Distributions on preferred securities of subsidiary 5,995 6,214 12,014 12,5706,011 6,130 18,025 18,700
--------- ----------------- ---------- ----------
Total interest and other, net 64,563 69,018 126,231 134,03960,846 71,269 187,077 205,308
--------- ----------------- ---------- ----------
Earnings Before Income Taxes 193,268 128,623 317,004 245,884330,263 297,881 647,267 543,765
Income taxes 73,884 49,305 121,424 92,915125,908 114,562 247,332 207,477
--------- ----------------- ---------- ----------
Net Income Before Cumulative Effect of
Accounting Change 119,384 79,318 195,580 152,969204,355 183,319 399,935 336,288
Cumulative effect of accounting change --
less income taxes of $215 thousand - - - 353
--------- ----------------- ---------- ----------
Net Income 119,384 79,318 195,580 153,322204,355 183,319 399,935 336,641
Dividends on Preferred Stock 3,671 3,890 7,327 7,9423,688 3,824 11,015 11,766
--------- ----------------- ---------- ----------
Net Income After Dividends on Preferred Stock $ 115,713200,667 $ 75,428179,495 $ 188,253388,920 $ 145,380324,875
========= ================= ========== ==========
The accompanying notes as they relate to ALABAMA are an integral part of these condensed statements.
2226
ALABAMA POWER COMPANY
CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
For the SixNine Months
Ended JuneSeptember 30,
--------------------
2002 2001
------------ ------------------ ----
(in thousands)
Operating Activities:
Net income $ 195,580399,935 $ 153,322336,641
Adjustments to reconcile net income
to net cash provided from operating activities --
Depreciation and amortization 232,518 215,388349,342 325,019
Deferred income taxes and investment tax credits, net (19,574) 25,070(1,809) 35,103
Other, net 11,163 (59,034)(9,591) (48,112)
Changes in certain current assets and liabilities --
Receivables, net (59,055) 56,338(100,580) (42,028)
Fossil fuel stock 13,166 (33,496)21,668 (25,362)
Materials and supplies 4,950 2,3915,834 (2,402)
Accounts payable (60,648) (145,497)(69,742) (157,010)
Energy cost recovery, retail 65,227 39,61173,727 102,035
Other 12,515 (7,927)
----------- ---------75,255 149,563
---------- ----------
Net cash provided from operating activities 395,842 246,166
----------- ---------744,039 673,447
---------- ----------
Investing Activities:
Gross property additions (345,823) (443,294)(475,451) (564,098)
Sales of Propertyproperty - 102,068
Other (24,189) (22,296)
--------- ---------(4,448) (9,470)
---------- ----------
Net cash used for investing activities (370,012) (363,522)(479,899) (471,500)
----------- ---------- ---------
Financing Activities:
Increase (decrease) in notes payable, net 134,651 224,35156,975 (190,032)
Proceeds --
Pollution control bonds - 20,000
Senior notes 350,000 442,000
Common stock - 15,642
Other long-term debt 350,000 10,000
Capital contributions from parent company 2,396 84,3665,355 88,443
Redemptions --
First mortgage bonds (4,498) (7,484)(350,000) (138,991)
Senior notes (1,349) (2,219)
Other long-term debt (1,274) (2,232)(659) (636)
Payment of preferred stock dividends (7,219) (7,590)(10,820) (11,241)
Payment of common stock dividends (215,500) (198,800)(323,250) (296,400)
Other 4,959 (11)(4,980) (9,557)
---------- ----------
Net cash provided fromused for financing activities 263,515 118,242
----------(278,728) (82,991)
----------- ----------
Net Increase (Decrease) in Cash and Cash Equivalents 289,345 886(14,588) 118,956
Cash and Cash Equivalents at Beginning of Period 35,756 14,247
---------- ----------
Cash and Cash Equivalents at End of Period $ 325,10121,168 $ 15,133133,203
========== ==========
Supplemental Cash Flow Information:
Cash paid during the period for --
Interest (net of amount capitalized) $86,015 $121,607$136,089 $152,616
Income taxes (net of refunds) $121,615 $69,526$175,483 $73,874
The accompanying notes as they relate to ALABAMA are an integral part of these condensed statements.
2327
ALABAMA POWER COMPANY
CONDENSED BALANCE SHEETS (UNAUDITED)
At JuneSeptember 30, At December 31,
Assets 2002 2001
- ------ ---------------- ----------------------------------- ---------------
(in thousands)
Current Assets:
Cash and cash equivalents $ 325,10121,168 $ 35,756
Receivables --
Customer accounts receivable 353,663409,436 281,985
Under recovered retail fuel clause revenue 18,2719,770 83,497
Other accounts and notes receivable 49,07652,677 49,940
Affiliated companies 60,25643,540 72,639
Accumulated provision for uncollectible accounts (4,614)(6,225) (5,237)
Fossil fuel stock, at average cost 86,11277,610 99,278
Materials and supplies, at average cost 186,374185,490 191,324
Other 125,011112,013 74,640
------------ -----------------------
Total current assets 1,199,250905,479 883,822
----------- ----------------------- ------------
Property, Plant, and Equipment:
In service 13,431,97213,447,685 13,159,560
Less accumulated provision for depreciation 5,477,0455,496,393 5,309,557
----------- -----------
7,954,927------------ ------------
7,951,292 7,850,003
Nuclear fuel, at amortized cost 83,33086,759 88,777
Construction work in progress 387,503424,509 357,906
----------- ----------------------- ------------
Total property, plant, and equipment 8,425,7608,462,560 8,296,686
----------- ----------------------- ------------
Other Property and Investments:
Equity investments in subsidiaries 44,39545,441 44,483
Nuclear decommissioning trusts 322,030300,206 317,508
Other 17,16117,572 12,503
----------- ----------------------- ------------
Total other property and investments 383,586363,219 374,494
----------- ----------------------- ------------
Deferred Charges and Other Assets:
Deferred charges related to income taxes 330,370328,141 334,830
Prepaid pension costs 359,559374,709 329,259
Debt expense, being amortized 7,9057,249 8,150
Premium on reacquired debt, being amortized 73,15787,961 77,173
Department of Energy assessments 21,015 21,015
Other 109,472105,466 108,031
----------- ----------------------- ------------
Total deferred charges and other assets 901,478924,541 878,458
----------- ----------------------- ------------
Total Assets $10,910,074 $10,433,460
=========== ===========$ 10,655,799 $ 10,433,460
============ ============
The accompanying notes as they relate to ALABAMA are an integral part of these condensed statements.
2428
ALABAMA POWER COMPANY
CONDENSED BALANCE SHEETS (UNAUDITED)
At JuneSeptember 30, At December 31,
Liabilities and Stockholder's Equity 2002 2001
- ------------------------------------ ------------------- -------------------------------------- ----------------
(in thousands)
Current Liabilities:
Current Liabilities:
Securities due within one year $ 763,427487,933 $ 5,382
Notes payable 144,64866,971 9,996
Accounts payable --
Affiliated 111,20296,301 98,268
Other 78,63684,589 151,705
Customer deposits 44,71943,562 42,124
Taxes accrued --
Income taxes 128,555180,148 113,003
Other 57,09575,969 19,023
Interest accrued 63,18635,218 35,522
Vacation pay accrued 32,324 32,324
Other 69,74178,518 93,589
----------- ----------------------- ------------
Total current liabilities 1,493,5331,181,533 600,936
----------- ----------------------- ------------
Long-term debt 3,329,5913,333,993 3,742,346
----------- ------------------------ ------------
Deferred Credits and Other Liabilities:
Accumulated deferred income taxes 1,375,7651,397,556 1,387,661
Deferred credits related to income taxes 194,262189,952 202,881
Accumulated deferred investment tax credits 232,751230,010 238,225
Employee benefits provisions 126,857130,350 115,078
Prepaid capacity revenues 37,42235,698 40,730
Other 169,916183,568 130,214
----------- ----------------------- ------------
Total deferred credits and other liabilities 2,136,9732,167,134 2,114,789
----------- ----------------------- ------------
Company obligated mandatorily redeemable preferred
securities of subsidiary trusts holding company junior
subordinated notes 347,000 347,000
----------- ----------------------- ------------
Cumulative preferred stock 247,512 317,512
317,512
----------- ----------------------- ------------
Common Stockholder's Equity: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 1,853,0731,856,032 1,850,676
Premium on preferred stock 99 99
Retained earnings 1,192,8071,285,684 1,220,102
Accumulated other comprehensive income (514)(3,188) -
----------- ----------------------- ------------
Total common stockholder's equity 3,285,4653,378,627 3,310,877
----------- ----------------------- ------------
Total Liabilities and Stockholder's Equity $10,910,074 $10,433,460
=========== ===========$ 10,655,799 $ 10,433,460
============ ============
The accompanying notes as they relate to ALABAMA are an integral part of these condensed statements.
2529
ALABAMA POWER COMPANY
CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
For the Three Months For the SixNine Months
Ended JuneSeptember 30, Ended JuneSeptember 30,
------------------------ ---------------------
2002 2001 2002 2001
----------------------- --------------------------------- --------- ------- -------
(in thousands) (in thousands)
Net Income After Dividends on Preferred Stock $115,713 $75,428 $188,253 $145,380$ 200,667 $ 179,495 $ 388,920 $ 324,875
Other comprehensive income:
Changes in fair value of qualifying hedges, net of tax
of $312 and $312,$(1,626), $0, $(1,938), $0, respectively (514)(2,674) - (514)(3,188) -
-------- ------- --------- ------------------ ----------- ----------- ----------
COMPREHENSIVE INCOME $115,199 $75,428 $187,739 $145,380
======== ======= ======== ========$ 197,993 $ 179,495 $ 385,732 $ 324,875
========== ============ ========== ==========
___________________________________________________________________________________________________________________________________
- ------------------------------------------------------------------------------------------------------------------------------
ALABAMA POWER COMPANY
CONDENSED STATEMENTS OF ACCUMULATED OTHER COMPREHENSIVE INCOME (UNAUDITED)
At JuneAt
September 30, At December 31,
2002 2001
------------- ------------------------------ ------------
(in thousands)
Balance at beginning of period $ - $ -
Change in current period (514)(3,188) -
------ ---------------- -----------
BALANCE AT END OF PERIOD $ (514)(3,188) $ -
====== ================= ==========
__________________________________________________________________________________________________________________________________
The accompanying notes as they relate to ALABAMA are an integral part of these condensed statements.
2630
ALABAMA POWER COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
SECONDTHIRD QUARTER 2002 vs. SECONDTHIRD QUARTER 2001
AND
YEAR-TO-DATE 2002 vs. YEAR-TO-DATE 2001
RESULTS OF OPERATIONS
Earnings
ALABAMA's net income after dividends on preferred stock for the secondthird quarter
2002 and year-to-date 2002 was $115.7$200.7 million and $188.3$388.9 million, respectively,
compared to $75.4$179.5 million and $145.4$324.9 million for the corresponding periods of
2001. The increase in earnings for both periods is primarily attributableattributed to
increased territorial sales and retail rates when compared to the corresponding
periods in the prior year. More favorable weather conditions in the secondthird
quarter of 2002 and year-to-date 2002 as compared to the unusually mild weather
experienced in the comparable periodperiods in 2001 contributed to these increases in
territorial sales. The increases in revenues were offset by increased non-fuel
operating expenses in the third quarter of 2002 when compared to the third
quarter of 2001.
Significant income statement items appropriate for discussion include the
following:
Increase (Decrease)
----------------------------------------------------------
Second------------------------------------------------------------------
Third Quarter Year-To-Date
-------------------------------------------------------------------------------------------- -------------------------------
(in thousands) % (in thousands) %
Retail sales $ 23,667 3.3110,552 13.6 $ 20,792 1.5131,344 6.1
Sales for resale - non-affiliates (2,944) (2.4) (18,783) (8.1)(6,733) (4.5) (25,516) (6.7)
Sales for resale - affiliates (2,493) (5.5) (22,949) (19.1)(43,649) (63.1) (66,598) (35.2)
Other revenues 2,246 9.4 (6,337) (11.8)(1,751) (6.6) (8,088) (10.1)
Fuel expense 228 0.1 (48,930) (9.9)(11,764) (4.1) (60,694) (7.8)
Purchased power - non-affiliates (21,278) (51.1) (39,816) (52.4)(11,543) (22.3) (51,359) (40.2)
Purchased power - affiliates (9,110) (17.9) (12,366) (14.2)13,525 43.2 1,159 1.0
Other operation expense 25,477 20.7 32,047 8.5
Maintenance expense (10,508) (11.9) (10,054) (6.1)4,945 8.5 (5,109) (2.3)
Depreciation and amortization 6,542 7.0 11,147 3.9
Other, net (1,822) (287.8) (8,692) (265.6)(7,937) N/M (16,629) N/M
Interest expense, net (4,236) (6.7) (7,252) (6.0)
----------------------------------------------------------(10,304) (15.8) (17,556) (9.4)
--------------------- ------------ ------------------ ------------
N/M - Not meaningful
Retail sales. Excluding energy cost recovery revenues, which generally
do not affect net income, retail sales revenue was higher by $49.3$69.1 million, or
9.6%11%, for the secondthird quarter 2002 and $75.8$144.9 million, or 7.9%9.1%, year-to-date 2002
when compared to the corresponding periods in 2001. Energy sales to residential
and commercial customers increased by 5.5%9.8% and 4.6%6.1% and by 4.5%6.6% and 2.6%3.9%,
respectively, for the secondthird quarter 2002 and year-to-date 2002 as compared to
the corresponding periods of 2001 primarily due primarily to more favorable weather
conditions in 2002. EnergyAlthough retail energy sales to industrial customers
increased only slightly in 2002 when compared to the previous reporting periods,
overall sales to industrial customers remain depressed due to the continuing
effect of less than favorablesluggish economic conditions.conditions within Alabama.
31
ALABAMA POWER COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
Sales for resale - non-affiliates. For both reporting periods above, the
demand for energy by non-affiliates was lower when compared to the same periods
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
27
ALABAMA POWER COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
and cost of generating resources at each company. These transactions did not
have a significant impact on earnings.
Other revenues. DuringIn the secondthird quarter 2002 other revenues increased
primarily due to an increase in revenue associated with transmission of
electricity and an increase in rent from electric property when compared to the
same period in 2001. However, for year-to-date 2002, other
revenues decreased because revenues from gas-fueled cogeneration steam
facilities were lower when compared to the same periodcorresponding periods in 2001
primarily 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.
Fuel expense. FuelThe decrease in fuel expense forduring the secondthird quarter of 2002
remained relatively
unchanged aswhen compared to the corresponding quartersame period in 2001; however, such
expense decreased2001 was primarily attributed to a lower
price for fossil fuels. The year-to-date 2002 as compareddecrease in fuel expense from 2001
is due to year-to-date 2001 due mainly
to the lower price of natural gas prices during part of 2002 and lower fossil fuel
prices in the first quarter 2002. 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 secondthird quarter 2002 and
year-to-date 2002, purchased power from non-affiliates when compared to the
corresponding periods in 2001 decreased due to lower costs associated with these
energy purchases.purchases and the utilization of electricity within the SOUTHERN system
when compared to the corresponding periods in 2001. Throughout the SOUTHERN
system, an additional 2,279 megawatts of generation has been placed into
commercial operation during 2002. 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. The third quarter 2002 expense increased over the
same period for 2001 primarily due to a lower accrual in 2001 related to
incentive pay and to reduced administrative and general expense associated with
an environmental insurance refund in 2001. In addition to the items above, the
year-to-date 2002 expense increased over the year-to-date 2001 expense due to
increased miscellaneous steam expense and increased property insurance expense
in 2002.
Maintenance expense. Maintenance expense decreasedincreased during the second
quarter 2002 and year-to-date 2002 primarily as a result of decreased
maintenance of overhead lines when compared to the corresponding periods of
2001.
Other, net. The decrease during the secondthird quarter
2002 when compared to the same period in 2001 was primarily due largely to a decrease in merchandise net
incomehigher costs in
2002 related to distribution line maintenance and a gain on disposition of property recognizednuclear expense reduction in
2001. The year-to-date 2002 amount decreased from 2001decrease in this expense is primarily due to a
reduction in Allowancemaintenance on transmission and distribution lines.
Depreciation and amortization. During the third quarter 2002 and
year-to-date 2002, depreciation and amortization was higher as a result of
increased utility plant when compared to the corresponding periods in 2001.
Other, net. The decrease in the third quarter 2002 and year-to-date 2002 is
attributed primarily to mark to market adjustments for Funds Used During Construction reflecting the commercial operation
of Plant Barry Unit 7 in May 2001derivative energy
contracts and an increase in non-utility expenses.expenses when compared to the
corresponding periods in the prior year. See "Exposure to Market Risks" herein
for additional information related to derivative energy contracts.
32
ALABAMA POWER COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
Interest expense, net. The decreases in this expense for the secondthird quarter 2002 and for year-to-date 2002
asdecreases in these expenses when compared to the corresponding periods in 2001
primarily resulted from decreases in interest on long-term debt and notes
payableare mainly due to lower interest rates.rates on outstanding long-term debt and notes
payable.
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.
28
ALABAMA's business activities are subject to extensive governmental
regulation related to public health and the environment. Litigation over
environmental issues and claims of various types, including property damage,
personal injury and citizen enforcement of environmental requirements, has
increased generally throughout the United States; in particular, personal injury
claims for damages caused by alleged exposure to hazardous materials have become
more frequent. Although the ultimate outcome of such litigation currently filed
against ALABAMA POWER COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITIONcannot be predicted at this time, management does not anticipate
that the liabilities, if any, arising from such proceedings would have a
material adverse effect on ALABAMA's financial position, results of operations
or cash flows.
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, including the EPA litigation, see Item 7 -
MANAGEMENT'S DISCUSSION AND ANALYSIS - "Environmental Matters" and Note 3 to the
financial statements of ALABAMA in the Form 10-K. On July 30,November 4, 2002, the U. S.U.S.
District Court in Alabama extended the stay of the EPA litigation proceeding in
Alabama through
late October 2002.until the earlier of February 4, 2003 or a ruling by the U.S. Court of
Appeals for the Eleventh Circuit in the related litigation involving TVA.
On April 25, 2002, the Stakeholder Advisory Committee met and selected the
candidates that will be considered for the SeTrans ISA. On June 27, 2002,
SOUTHERN and other SeTrans sponsors submitted a Petition for Declaratory Order
seeking the FERC's approval of the SeTrans governance structure and the
selection process for the ISA, as well as guidance on various issues. The FERC
granted the petition askson October 10, 2002, approving the governance structure and
the selection process for a response
from the ISA. The FERC by October 2002.also provided guidance on other
issues identified in the petition. On November 1, 2002, the SeTrans sponsors
announced that they had selected the team of ESB International, Ltd. ("ESBI")
and Accenture LLP as the preferred candidate for the ISA. Should negotiations
with this candidate successfully conclude with final agreement among the
parties, the sponsors intend to seek any regulatory or other approvals necessary
for formation of the SeTrans RTO and the approval of ESBI/Accenture to serve in
the capacity of 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.
33
ALABAMA POWER COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On July 31, 2002, the FERC issued a notice of proposed rulemaking entitled
"Remedying Undue Discrimination Through Open Access Transmission Service and
Standard Electricity Market Design." The FERC has indicated that the proposal,
if adopted, would (among other things): (i) require transmission assets of
jurisdictional utilities to be operated by an independent entity; (ii) establish
a standard market design; (iii) establish a single type of transmission service
that applies to all customers; (iv) assert jurisdiction over the transmission
component of bundled retail service; (v) establish a generation reserve margin;
(vi) establish bid caps for day-ahead and spot energy markets; and (vii) revise
the FERC policy on the pricing of transmission expansions. CommentsThe FERC has revised
the comment schedule such that comments on the
proposalcertain issues are due 75 days after its issuance.on November
15, 2002 and comments on other issues are due on January 10, 2003. Reply
comments are due on February 17, 2003. Any impact of this proposal on SOUTHERN
and its subsidiaries will depend on the form in which final rules may be
ultimately adopted.
Reference is made to Notes (C) through (E), (G), (N) and (N)(Q) 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
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 operations 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, including plant, 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. Reference is made to
"Exposure to Market Risks" below and Note (N) in the "Notes to the Condensed
Financial Statements" herein for information relating to derivative instruments.
29
ALABAMA POWER COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
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.
In July 2002, the FASB issued Statement No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities." Statement No. 146 requires that a
liability for costs associated with an exit or disposal activity be recognized
and measured initially at fair value when the liability is incurred. Disposal
activities which are addressed in Statement No. 146 include the termination
benefits provided to current employees that are involuntarily terminated, costs
to terminate a contract that is not a capital lease and costs to consolidate
facilities or relocate employees. Statement No. 146 is effective for exit or
disposal activities that are initiated after December 31, 2002. ALABAMA does not
expect that adoption of Statement No. 146 will have a material impact on its
financial statements.
34
ALABAMA POWER COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
Reference is made to Note 1 to the financial statements of ALABAMA in Item
8 of the Form 10-K regarding ALABAMA's adoption of FASB Statement No. 133,
"Accounting for Derivative Instruments and Hedging Activities," as amended.
Recent accounting changes have been issued by the Emerging Issues Task Force
("EITF") of the FASB. These changes will require certain energy trading
contracts that are currently marked to market to be accounted for under the
accrual basis. These changes will also require certain trading activities to be
recorded on a net basis for income statement presentation. The new rules will be
effective January 1, 2003. ALABAMA is in the process of determining the impact
of this recently issued guidance. However, in many cases, ALABAMA's current
transactions meet the normal purchases and sale exception under FASB Statement
No. 133 and are already accounted for under the accrual basis.
FINANCIAL CONDITION
Overview
Major changes in ALABAMA's financial condition during the first sixnine months of
2002 included the addition of approximately $346$475 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.
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
enters into fixed price contracts for the purchase and sale of electricity
through the wholesale electricity market and, to a lesser extent, similar
contracts for gas purchases. ALABAMA has also 30
ALABAMA POWER COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
implemented a retail fuel hedging
program at the instruction of its PSC. The fair value of derivative energy
contracts at JuneSeptember 30, 2002 is as follows:
Second Quarter
2002 Year-to-Date
Changes Changes
-------------------------------------------------------------------------
Fair Value
-------------------------------------------------------------------------
(in thousands)
Contracts beginning of period $23,311 $ 214
Contracts realized or settled (4,646) (7,069)
New contracts at inception - -
Changes in valuation techniques - -
Current period changes (110) 25,410
-------------------------------------------------------------------------
Contracts at June 30, 2002 $18,555 $18,555
=========================================================================
Source of June 30, 2002
Valuation Prices
-------------------------------------------------------------------------
Maturity
Total ------------------------------
Fair Value Year 1 1-3 Years
-------------------------------------------------------------------------
(in thousands)
Actively quoted $18,555 $13,716 $4,839
External sources - - -
Models and other methods - - -
-------------------------------------------------------------------------
Contracts at June 30, 2002 $18,555 $13,716 $4,839
=========================================================================35
ALABAMA POWER COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
Third Quarter
2002 Year-to-Date
Changes Changes
--------------------------------------- -----------------------------------------
Fair Value
--------------------------------------- -----------------------------------------
(in thousands)
Contracts beginning of period $18,555 $ 214
Contracts realized or settled (4,182) (11,251)
New contracts at inception - -
Changes in valuation techniques - -
Current period changes 5,622 31,032
--------------------------------------- ------------------------- ---------------
Contracts at September 30, 2002 $19,995 $19,995
======================================= ========================= ===============
Source of September 30, 2002
Valuation Prices
--------------------------------------- ------------ ----------------------------
Maturity
Total ----------------------------
Fair Value Year 1 1-3 Years
--------------------------------------- -----------------------------------------
(in thousands)
Actively quoted $19,995 $18,661 $1,334
External sources - - -
Models and other methods - - -
--------------------------------------- ------------ ----------------------------
Contracts at September 30, 2002 $19,995 $18,661 $1,334
======================================= ============ ============================
Unrealized gains and losses from mark to market adjustments on contracts
related to the retail fuel hedging programs are recorded as regulatory assets
and liabilities. At JuneSeptember 30, 2002, ALABAMA had approximately $18.9$20.0 million
in regulatory liabilities related to unrealized gains on mark to market
derivative contracts associated with its fuel hedging programs. Realized gains
and losses from these programs are included in fuel expense and are recovered
through ALABAMA's fuel cost recovery clause. Gains and losses on contracts that
do not represent hedges are recognized in the Statements of Income as incurred.
For the quarters ended JuneSeptember 30, 2002 and 2001, approximately $1.0$0.3 million
and $(0.2)$6.0 million, respectively, of gains (losses) were recognized in income. For the sixnine
months ended JuneSeptember 30, 2002 and 2001, approximately $2.4$(2.0) million and $2.7$3.3
million, respectively, of lossesgains (losses) were recognized in income.
For additional information, 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 and
to Note (N) in the "Notes to the Condensed Financial Statements" herein.
31
ALABAMA POWER COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
Financing Activities
In June 2002, ALABAMA issued $350 million of Series P Floating Rate Senior Notes
due December 29, 2003. The proceeds from the sale were used to redeem, in July
2002, $345.5 million aggregate principal amount of its First Mortgage Bonds,
7.75% Series due February 1, 2023, 7.45% Series due July 1, 2023 and 7.30%
Series due November 1, 2023. At the time of the issuance of these Senior Notes,
ALABAMA entered into interest rate swap agreements to fix the floating rate at
3.015%. Reference is made to Note (N) in the "Notes to the Condensed Financial
Statements" herein for additional information relating to derivative
instruments.
36
ALABAMA POWER COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
In October 2002, Alabama Power Capital Trust IV, a statutory trust, issued
$100 million in Flexible Trust Preferred Securities (Five Year Initial Fixed
Rate of 4.75%) and Alabama Power Capital Trust V, a statutory trust, issued $200
million in Flexible Trust Preferred Securities (Seven Year Initial Fixed Rate of
5.50%). Both of these issuances of flexible trust preferred securities are
guaranteed by ALABAMA. The net proceeds were used to redeem $297 million in
aggregate outstanding liquidation amount of Alabama Power Capital Trust I 7.375%
Trust Preferred Securities and Alabama Power Capital Trust II 7.60% Trust
Preferred Securities and for general corporate purposes.
Also, in October 2002, ALABAMA issued $225 million of Series Q 5.50% Senior
Notes due October 15, 2017. The proceeds from the sale will be used to redeem,
in November 2002, $217.9 million in aggregate principal amount of its Series D
6.50% Senior Insured Quarterly Notes due September 30, 2018 and for general
corporate purposes.
Additionally, in October 2002, ALABAMA announced the planned redemptions of
(i) 500 shares of Auction Rate Preferred Stock (1988 Series) to be redeemed on
November 13, 2002 at a price of $100,000 per unit, plus accrued and unpaid
dividends to the redemption date; (ii) 200 shares of Auction Rate Preferred
Stock (1993 Series) redeemed on November 6, 2002 at a price of $100,000 per
share, plus accrued and unpaid dividends to the redemption date; and (iii) 1,000
shares of Capital Auction Preferred Securities of Alabama Power Capital Trust
III to be redeemed on November 29, 2002 at the redemption price of $50,000 per
preferred security, plus accrued and unpaid distributions to the date of
redemption.
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.
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.
37
ALABAMA POWER COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
To meet short-term cash needs and contingencies, ALABAMA had at JuneSeptember
30, 2002 approximately $325$21.2 million of cash and cash equivalents, unused
committed lines of credit of approximately $916$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, unless extended, $75$31 million expire at
various times during 2002, $451$543 million expire in 2003 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 JuneSeptember 30, 2002, ALABAMA had outstanding $130$39.9
million of commercial paper and $15$27 million in notes payable to banks.
Management believes that the need for working capital can be adequately met by
utilizing lines of credit without maintaining large cash balances.
3238
GEORGIA POWER COMPANY
3339
GEORGIA POWER COMPANY
CONDENSED STATEMENTS OF INCOME (UNAUDITED)
For the Three Months For the SixNine Months
Ended JuneSeptember 30, Ended JuneSeptember 30,
2002 2001 2002 2001
------------------------ ----------------------------- ---- ---- ----
(in thousands) (in thousands)
Operating Revenues:
Retail sales $1,062,070 $1,093,733 $1,966,984 $2,042,878$ 1,373,842 $ 1,399,929 $ 3,340,826 $ 3,442,807
Sales for resale --
Non-affiliates 72,322 92,760 122,372 180,35172,106 121,370 194,478 301,721
Affiliates 25,282 35,281 41,789 71,05826,350 15,712 68,139 86,770
Other revenues 44,811 37,509 80,103 73,025
---------- ---------- ---------- ----------44,233 41,957 124,336 114,982
----------- ----------- ----------- -----------
Total operating revenues 1,204,485 1,259,283 2,211,248 2,367,312
---------- ---------- ---------- ----------1,516,531 1,578,968 3,727,779 3,946,280
----------- ----------- ----------- -----------
Operating Expenses:
Operation --
Fuel 255,792 252,438 483,169 481,130291,716 268,177 774,885 749,307
Purchased power --
Non-affiliates 65,280 118,991 103,070 173,096114,355 227,841 217,425 400,937
Affiliates 98,716 73,285 157,496 152,580140,372 83,642 297,868 236,222
Other 204,694 196,528 378,514 372,102220,902 194,301 599,416 566,403
Maintenance 108,461 104,941 212,315 211,60695,763 94,375 308,078 305,981
Depreciation and amortization 101,206 139,679 197,003 303,928101,896 140,113 298,899 444,041
Taxes other than income taxes 49,857 51,747 99,432 101,848
---------- ---------- ---------- ----------53,374 55,909 152,806 157,757
----------- ----------- ----------- -----------
Total operating expenses 884,006 937,609 1,630,999 1,796,290
---------- ---------- ---------- ----------1,018,378 1,064,358 2,649,377 2,860,648
----------- ----------- ----------- -----------
Operating Income 320,479 321,674 580,249 571,022498,153 514,610 1,078,402 1,085,632
Other Income (Expense):
Interest income 378 1,206 879 1,8081,758 1,511 2,637 3,319
Equity in earnings of subsidiaries 917 947 1,888 1,9561,032 1,038 2,920 2,994
Other, net 7,224 8,210 3,391 (156)
---------- ---------- ---------- ----------(12,115) 12,903 (8,724) 12,747
----------- ----------- ----------- -----------
Earnings Before Interest and Income Taxes 328,998 332,037 586,407 574,630
---------- ---------- ---------- ----------488,828 530,062 1,075,235 1,104,692
----------- ----------- ----------- -----------
Interest Charges and Other:
Interest expense, net 41,453 50,290 82,048 101,18942,722 40,601 124,770 141,790
Distributions on preferred securities of subsidiaries 15,64716,282 14,776 30,423 29,552
---------- ---------- ---------- ----------46,705 44,328
----------- ----------- ----------- -----------
Total interest charges and other, net 57,100 65,066 112,471 130,741
---------- ---------- ---------- ----------59,004 55,377 171,475 186,118
----------- ----------- ----------- -----------
Earnings Before Income Taxes 271,898 266,971 473,936 443,889429,824 474,685 903,760 918,574
Income taxes 100,933 103,698 176,058 173,031
---------- ---------- ---------- ----------158,090 176,177 334,148 349,208
----------- ----------- ----------- -----------
Net Income Before Cumulative Effect of
Accounting Change 170,965 163,273 297,878 270,858271,734 298,508 569,612 569,366
Cumulative effect of accounting change --
less income taxes of $162 thousand - - - 257
---------- ---------- ---------- --------------------- ----------- ----------- -----------
Net Income 170,965 163,273 297,878 271,115271,734 298,508 569,612 569,623
Dividends on Preferred Stock 167 167 335 335
---------- ---------- ---------- ----------168 168 503 503
----------- ----------- ----------- -----------
Net Income After Dividends on Preferred Stock $ 170,798271,566 $ 163,106298,340 $ 297,543569,109 $ 270,780
========== ==========569,120
=========== ==========
The accompanying notes as they relate to GEORGIA are an integral part of these condensed statements.
34
GEORGIA POWER COMPANY
CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
For the Six Months
Ended June 30,
2002 2001
------------- -----------
(in thousands)
Operating Activities:
Net income $ 297,878 $ 271,115
Adjustments to reconcile net income
to net cash provided from operating activities --
Depreciation and amortization 195,235 341,607
Deferred income taxes and investment tax credits, net 22,448 (68,186)
Other, net (11,423) (492)
Changes in certain current assets and liabilities --
Receivables, net 19,444 43,215
Fossil fuel stock 19,988 (101,637)
Materials and supplies 7,625 385
Accounts payable (75,937) (110,312)
Energy cost recovery, retail 36,873 12,386
Other 43,250 92,336
--------- ---------
Net cash provided from operating activities 555,381 480,417
--------- ---------
Investing Activities:
Gross property additions (434,403) (740,218)
Sales of property 387,212 -
Other (54,351) (43,712)
--------- ---------
Net cash used for investing activities (101,542) (783,930)
---------- ---------
Financing Activities:
Increase in notes payable, net 85,407 93,568
Proceeds --
Senior notes - 600,000
Preferred securities 440,000 -
Capital contributions from parent company 5,397 200,433
Retirements --
First mortgage bonds (1,860) (332,040)
Pollution control bonds (7,800) -
Senior notes (300,000) -
Capital distributions to parent company (200,000) -
Payment of preferred stock dividends (344) (240)
Payment of common stock dividends (271,450) (265,400)
Other (15,276) (7,111)
--------- ---------
Net cash provided from (used for) financing activities (265,926) 289,210
--------- ---------
Net Increase (Decrease) in Cash and Cash Equivalents 187,913 (14,303)
Cash and Cash Equivalents at Beginning of Period 23,260 29,370
--------- ---------
Cash and Cash Equivalents at End of Period $ 211,173 $ 15,067
========= =========
Supplemental Cash Flow Information:
Cash paid during the period for --
Interest (net of amount capitalized) $79,084 $100,945
Income taxes (net of refunds) $95,482 $140,690
The accompanying notes as they relate to GEORGIA are an integral part of these condensed statements.
35
GEORGIA POWER COMPANY
CONDENSED BALANCE SHEETS (UNAUDITED)
At June 30, At December 31,
Assets 2002 2001
- ------ ------------------- --------------------
(in thousands)
Current Assets:
Cash and cash equivalents $ 211,173 $ 23,260
Receivables --
Customer accounts receivable 425,764 376,322
Under recovered retail fuel clause revenue 124,589 161,462
Other accounts and notes receivable 91,783 129,073
Affiliated companies 29,809 69,355
Accumulated provision for uncollectible accounts (6,442) (8,895)
Fossil fuel stock, at average cost 182,770 202,759
Materials and supplies, at average cost 271,613 279,237
Other 89,843 125,246
----------- -----------
Total current assets 1,420,902 1,357,819
----------- -----------
Property, Plant, and Equipment:
In service 17,108,341 16,886,399
Less accumulated provision for depreciation 7,348,515 7,243,209
----------- -----------
9,759,826 9,643,190
Nuclear fuel, at amortized cost 119,578 112,771
Construction work in progress 590,576 883,285
----------- -----------
Property, plant, and equipment 10,469,980 10,639,246
----------- -----------
Other Property and Investments:
Equity investments in subsidiaries 35,016 35,209
Nuclear decommissioning trusts 358,821 364,180
Other 30,904 29,618
----------- -----------
Total other property and investments 424,741 429,007
----------- -----------
Deferred Charges and Other Assets:
Deferred charges related to income taxes 533,871 543,584
Prepaid pension costs 307,755 273,405
Debt expense, being amortized 71,367 58,165
Premium on reacquired debt, being amortized 167,971 173,724
Other 161,931 136,137
----------- -----------
Total deferred charges and other assets 1,242,895 1,185,015
----------- -----------
Total Assets $13,558,518 $13,611,087=========== =========== ===========
The accompanying notes as they relate to GEORGIA are an integral part of these condensed statements.
3640
GEORGIA POWER COMPANY
CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
For the Nine Months
Ended September 30,
2002 2001
---- ----
(in thousands)
Operating Activities:
Net income $ 569,612 $ 569,623
Adjustments to reconcile net income
to net cash provided from operating activities --
Depreciation and amortization 293,882 490,676
Deferred income taxes and investment tax credits, net 26,956 (21,373)
Other, net (27,385) (38,859)
Changes in certain current assets and liabilities --
Receivables, net (42,348) (35,452)
Fossil fuel stock 56,913 (55,027)
Materials and supplies 9,135 (12,577)
Accounts payable 19,986 (82,848)
Energy cost recovery, retail 28,802 (62,570)
Other 170,230 235,334
---------- ---------
Net cash provided from operating activities 1,105,783 986,927
---------- ---------
Investing Activities:
Gross property additions (620,301) (1,073,616)
Sales of property 387,212 264,094
Other (62,929) (33,135)
---------- ---------
Net cash used for investing activities (296,018) (842,657)
----------- ---------
Financing Activities:
Decrease in notes payable, net (185,994) (132,282)
Proceeds --
Pollution control bonds - 167,985
Senior notes 300,000 600,000
Preferred securities 440,000 -
Capital contributions from parent company 7,197 203,206
Retirements --
First mortgage bonds (1,860) (390,140)
Pollution control bonds (7,800) (153,910)
Senior notes (300,000) -
Preferred securities (414,250) -
Capital distributions to parent company (200,000) -
Payment of preferred stock dividends (507) (429)
Payment of common stock dividends (407,175) (396,300)
Other (17,261) (30,359)
---------- ---------
Net cash used for financing activities (787,650) (132,229)
---------- ---------
Net Increase in Cash and Cash Equivalents 22,115 12,041
Cash and Cash Equivalents at Beginning of Period 23,260 29,370
---------- ---------
Cash and Cash Equivalents at End of Period $ 45,375 $ 41,411
========== =========
Supplemental Cash Flow Information:
Cash paid during the period for --
Interest (net of amount capitalized) $156,478 $153,972
Income taxes (net of refunds) $175,692 $142,363
The accompanying notes as they relate to GEORGIA are an integral part of these condensed statements.
41
GEORGIA POWER COMPANY
CONDENSED BALANCE SHEETS (UNAUDITED)
At JuneSeptember 30, At December 31,
Assets 2002 2001
- ------ ---------------- ---------------
(in thousands)
Current Assets:
Cash and cash equivalents $ 45,375 $ 23,260
Receivables --
Customer accounts receivable 506,488 376,322
Under recovered retail fuel clause revenue 132,661 161,462
Other accounts and notes receivable 84,470 129,073
Affiliated companies 13,601 69,355
Accumulated provision for uncollectible accounts (8,384) (8,895)
Fossil fuel stock, at average cost 145,845 202,759
Materials and supplies, at average cost 270,103 279,237
Other 82,748 125,246
-------------- ------------
Total current assets 1,272,907 1,357,819
-------------- ------------
Property, Plant, and Equipment:
In service 17,221,329 16,886,399
Less accumulated provision for depreciation 7,392,225 7,243,209
--------------- ------------
9,829,104 9,643,190
Nuclear fuel, at amortized cost 108,373 112,771
Construction work in progress 612,287 883,285
-------------- ------------
Total property, plant, and equipment 10,549,764 10,639,246
-------------- ------------
Other Property and Investments:
Equity investments in subsidiaries 36,049 35,209
Nuclear decommissioning trusts 333,480 364,180
Other 29,619 29,618
-------------- ------------
Total other property and investments 399,148 429,007
-------------- ------------
Deferred Charges and Other Assets:
Deferred charges related to income taxes 529,100 543,584
Prepaid pension costs 324,930 273,405
Debt expense, being amortized 60,500 58,165
Premium on reacquired debt, being amortized 176,819 173,724
Other 149,330 136,137
-------------- ------------
Total deferred charges and other assets 1,240,679 1,185,015
-------------- ------------
Total Assets $ 13,462,498 $ 13,611,087
============== ============
The accompanying notes as they relate to GEORGIA are an integral part of these condensed statements.
42
GEORGIA POWER COMPANY
CONDENSED BALANCE SHEETS (UNAUDITED)
At September 30, At December 31,
Liabilities and Stockholder's Equity 2002 2001
- ------------------------------------ ------------------- -------------------------------------- ---------------
(in thousands)
Current Liabilities:
Securities due within one year $ 766,293352,084 $ 311,620
Notes payable 832,944561,543 747,537
Accounts payable --
Affiliated 117,089141,362 109,591
Other 295,580344,442 409,253
Customer deposits 89,19391,538 83,172
Taxes accrued --
Income taxes 93,375166,747 35,247
Other 94,231140,805 125,807
Interest accrued 73,83651,444 46,942
Vacation pay accrued 41,391 41,830
Other 96,149119,688 120,980
----------- ----------------------- ------------
Total current liabilities 2,500,0812,011,044 2,031,979
----------- ----------------------- ------------
Long-term debt 2,196,4222,910,146 2,961,726
----------- ----------------------- ------------
Deferred Credits and Other Liabilities:
Accumulated deferred income taxes 2,162,6742,162,952 2,163,959
Deferred credits related to income taxes 221,014216,924 229,216
Accumulated deferred investment tax credits 331,238328,116 337,482
Employee benefits provisions 251,758248,807 244,648
Other 422,346388,171 440,773
----------- ----------------------- ------------
Total deferred credits and other liabilities 3,389,0303,344,970 3,416,078
----------- ----------------------- ------------
Company obligated mandatorily redeemable preferred
securities of subsidiary trusts holding company junior
subordinated notes 1,229,250815,000 789,250
----------- ----------------------- ------------
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 1,987,9541,989,754 2,182,557
Premium on preferred stock 40 40
Retained earnings 1,896,8852,032,725 1,870,791
Accumulated other comprehensive income 37- (153)
----------- ----------------------- ------------
Total common stockholder's equity 4,229,1664,366,769 4,397,485
----------- ----------------------- ------------
Total Liabilities and Stockholder's Equity $13,558,518 $13,611,087
=========== ===========$ 13,462,498 $ 13,611,087
============ ============
The accompanying notes as they relate to GEORGIA are an integral part of these condensed statements.
3743
GEORGIA POWER COMPANY
CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
For the Three Months For the SixNine Months
Ended JuneSeptember 30, Ended JuneSeptember 30,
---------------------- ------------------------------------------ -------------------
2002 2001 2002 2001
------ ------ ------ --------- ---- ---- ----
(in thousands) (in thousands)
Net Income After Dividends on Preferred Stock $170,798 $163,106 $297,543 $270,780$ 271,566 $ 298,340 $ 569,109 $ 569,120
Other comprehensive income:
Cumulative effect of accounting change for qualifying hedges,
net of taxtaxes of $0, $0, $0, $180, respectively - - - 286
Changes in fair value of qualifying hedges, net of tax
of $(37)$(23), $(297)$(626), $120, $(61)$97, $(687),respectively (58) (479) 190 27
-------- -------- --------(37) (1,022) 153 (995)
--------- --------- --------- --------
COMPREHENSIVE INCOME $170,740 $162,627 $297,733 $271,093
======== ======== ======== ========
_________________________________________________________________________________________________________________________________$ 271,529 $ 297,318 $ 569,262 $ 568,411
========= ========= ========= =========
___________________________________________________________________________________________________________________________________
GEORGIA POWER COMPANY
CONDENSED STATEMENTS OF ACCUMULATED OTHER COMPREHENSIVE INCOME (UNAUDITED)
At JuneAt
September 30, At December 31,
2002 2001
------------- ------------------------------ ------------
(in thousands)
Balance at beginning of period $(153)$ (153) $ -
Change in current period 190153 (153)
----- ----------------- ---------
BALANCE AT END OF PERIOD $ 37- $ (153)
===== ======
________________________________________________________________________________________________________________________________=========== =========
___________________________________________________________________________________________________________________________________
The accompanying notes as they relate to GEORGIA are an integral part of these condensed statements.
3844
GEORGIA POWER COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
SECONDTHIRD QUARTER 2002 vs. SECONDTHIRD QUARTER 2001
AND
YEAR-TO-DATE 2002 vs. YEAR-TO-DATE 2001
RESULTS OF OPERATIONS
Earnings
GEORGIA's net income after dividends on preferred stock for the secondthird
quarter 2002 and year-to-date 2002 was $170.8$271.6 million and $297.5$569.1 million,
respectively, compared to $163.1$298.3 million and $270.8$569.1 million for the
corresponding periods in 2001. Earnings increased by $7.7 million, or 4.7%, forDuring the secondthird quarter 2002, and $26.8 million, or 9.9%,earnings decreased
due to higher operating expenses partially offset by increased retail sales.
Earnings year-to-date 2002 when compared to the same periods
in 2001 primarily due to elimination of accelerated depreciation under the 2001
retail rate order and, to a lesser extent, reductions in interest expense.
(Reference is made to Note (H) in the "Notes to Condensed Financial Statements"
herein for additional information.)remained flat.
Significant income statement items appropriate for discussion include the following:
Increase (Decrease)
-----------------------------------------------------------------
Second------------------------------------------------------------------
Third Quarter Year-To-Date
-------------------------------------------------------------------------------------- --------------- ----------------- ----------
(in thousands) % (in thousands) %
Retail sales $ (31,663) (2.9)(26,087) (1.9) $ (75,894) (3.7)(101,981) (3.0)
Sales for resale - non-affiliates (20,438) (22.0) (57,979) (32.1)(49,264) (40.6) (107,243) (35.5)
Sales for resale - affiliates (9,999) (28.3) (29,269) (41.2)10,638 67.7 (18,631) (21.5)
Other revenues 2,276 5.4 9,354 8.1
Fuel expense 23,539 8.8 25,578 3.4
Purchased power - non-affiliates (53,711) (45.1) (70,026) (40.5)(113,486) (49.8) (183,512) (45.8)
Purchased power - affiliates 25,431 34.7 4,916 3.256,730 67.8 61,646 26.1
Other operation expense 26,601 13.7 33,013 5.8
Depreciation and amortization (38,473) (27.5) (106,925) (35.2)(38,217) (27.3) (145,142) (32.7)
Other, net (25,018) (193.9) (21,471) (168.4)
Interest expense, net (8,837) (17.6) (19,141) (18.9)
-----------------------------------------------------------------2,121 5.2 (17,020) (12.0)
Retail sales. Excluding fuel revenues, which generally do not affect net
income, retail sales revenue decreasedincreased in the secondthird quarter 2002 by $15.1$25.4
million, or 1.9%2.6%, and decreased year-to-date 2002 by $59.8,$34.4 million, or 4.1%1.4%,
when compared to the corresponding periods in 2001. The decreasesthird quarter increase
reflects a 9.7% increase in residential sales due primarily to warmer weather,
partially offset by decreased rates resulting from the 2001 retail rate order.
The year-to-date decrease reflects the rate decrease and generally lower prices
to large business customers, partially offset by a 7.5% increase in residential
sales as a result of the warmer weather. Modest increases in sales to commercial
and industrial customers for both periods are primarily duecontinue to a rate decrease pursuant toreflect the new retail rate order effective January 1,
2002. (Referencesluggish
economy. Reference is made to Note (H) in the "Notes to the Condensed Financial
Statements" herein for additional information.) The effect ofinformation regarding the 2001 rate decrease
in the second quarter 2002 and year-to-date 2002 was approximately $25.5 million
and $55.1 million, respectively. While total retail revenues for the two periods
resulted in decreases as compared to the corresponding periods in 2001,
residential revenues increased 5.8% for the second quarter 2002 and 3.9%
year-to-date 2002 due to increased usage because of warmer weather and an
increase in the number of customers. For the second quarter and year-to-date
2002, revenues from commercial customers were down by 5.6% and 3.4%, and
revenues from industrial customers were down by 9.7% and 13.6%, respectively.
The sluggish economy continues to be a major factor affecting sales to
commercial and industrial customers.case.
45
GEORGIA POWER COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
Sales for resale - non-affiliates. In the second quarter 2002 and
year-to-date 2002, salesSales for resale to non-affiliates
decreased in part as a
direct result ofthe third quarter 2002 and year-to-date 2002 primarily due to
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 on July 31, 2001
also resulted in lower sales in 2002.
39
GEORGIA POWER COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
Sales for resale - affiliates. Revenues from sales for resale to affiliated
companies 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. Purchased power - non-affiliates. During the secondOther revenues. The
third quarter 2002 and year-to-date 2002 these purchases were lowerincreases are primarily attributed to
the recognition of new late payment fees approved under the new retail rate
order effective January 1, 2002.
Fuel expense. The increases for the third quarter 2002 and year-to-date
2002 are largely a result of the higher cost for natural gas when compared to
the same periods in 20012001. 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.
Purchased power - non-affiliates. During the third quarter 2002 and
year-to-date 2002, purchased power from non-affiliates decreased primarily due toas a
result of reduced demand for energy from non-affiliates. In 2001,
these expenses were also higher due to decreased hydroThroughout the SOUTHERN
system, an additional 2,279 megawatts of generation and higher
natural gas and oil prices.has been placed into
commercial operation during 2002. 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.
Purchased power - affiliates. Expenses forGEORGIA entered into new PPAs with SOUTHERN
POWER beginning in June 2002. The capacity component of these transactions
totaled $40 million in the third quarter 2002. The energy component of power
purchased power from affiliated companies within the SOUTHERN system will also vary
depending on demand and the availability and cost of generating resources at
each company. In addition,
GEORGIA also entered into power purchase agreements with Southern Power
beginning in June 2002. The energy component of these transactionscompany and will have no significant impact on earnings since energy
expenses are generally offset by energy revenues through GEORGIA's fuel cost
recovery clause.
Other operation expense. The capacity
component of these transactions, however, will result in higher expenses in
future periods.
Depreciation and amortization. Depreciation and amortization decreased inincreases for the secondthird quarter
2002 and year-to-date 2002 are primarily asattributed to higher transmission,
fossil power generation and administrative and general expenses when compared
to the same periods in 2001.
Depreciation and amortization. The decreases in this item for the third
quarter 2002 and year-to-date 2002 are mainly a result of discontinuing
accelerated depreciation and beginning amortization of the regulatory liability
for accelerated cost recovery in January 2002 in accordance with the new retail
rate order. Reference(Reference is made to Note (H) in the "Notes to the Condensed
Financial Statements" herein.
Interest expense,)
Other, net. The decrease in this item duringOther, net for the secondthird quarter 2002 and year-to-date
2002 fromdecreased when compared to the comparablecorresponding periods in
2001 as a result of mark to market adjustments for derivative energy contracts
and gains on property sales recorded in both of these periods in 2001. Further
contributing to these decreases in 2002 are expenses related to a new
electricity pricing program. See "Exposure to Market Risks" herein for
additional information on derivative energy contracts.
46
GEORGIA POWER COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
Interest expense, net. The third quarter 2002 increase is attributed
primarily due
to the reversal in the third quarter 2001 of interest accrued for tax
assessments related to audits that were favorably resolved. The year-to-date
2002 decrease is mainly the result of a reduction in interest rates and the
accrual of interest on accelerated amortization in 2001 under the prior retail
rate order, which ceased effective January 1, 2002.
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.
GEORGIA has entered into power purchase agreementsPPAs with SOUTHERN POWER which will
result in higher capacity and operating and maintenance payments beginning in
June 2002. Under the new retail rate order effective January 1, 2002, these
costs will be reflected in rates evenly over the next three years.
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 40
GEORGIA POWER COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
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 candidates that will be considered for the SeTrans ISA. On June 27, 2002,
SOUTHERN and other SeTrans sponsors submitted a Petition for Declaratory Order
seeking the FERC's approval of the SeTrans governance structure and the
selection process for the ISA, as well as guidance on various issues. The FERC
granted the petition askson October 10, 2002, approving the governance structure
and the selection process for a response
from the ISA. The FERC by October 2002.also provided guidance on other
issues identified in the petition. On November 1, 2002, the SeTrans sponsors
announced that they had selected the team of ESB International, Ltd. ("ESBI")
and Accenture LLP as the preferred candidate for ISA. Should negotiations with
this candidate successfully conclude with final agreement among the parties,
the sponsors intend to seek any regulatory or other approvals necessary for
formation of the SeTrans RTO and the approval of ESBI/Accenture to serve in the
capacity of 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.
47
GEORGIA POWER COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
In June 2002, GEORGIA entered into a fifteen-year PPA beginning in June
2005 with SOUTHERN POWER to purchase 1,040 megawatts of capacity from the
planned combined-cycle plant at Plant McIntosh to be built and owned by SOUTHERN
POWER. The annual capacity cost is expected to be approximately $72 million.
Additionally, GEORGIA has entered into a seven-year PPA beginning in June 2005
with SOUTHERN POWER to purchase capacity in an average annual amount of
approximately $48 million. The PPAs are undergoing a certification process with
the Georgia PSC. A decision is expected by December 17, 2002.
On July 31, 2002, the FERC issued a notice of proposed rulemaking entitled
"Remedying Undue Discrimination Through Open Access Transmission Service and
Standard Electricity Market Design." The FERC has indicated that the proposal,
if adopted, would (among other things): (i) require transmission assets of
jurisdictional utilities to be operated by an independent entity; (ii) establish
a standard market design; (iii) establish a single type of transmission service
that applies to all customers; (iv) assert jurisdiction over the transmission
component of bundled retail service; (v) establish a generation reserve margin;
(vi) establish bid caps for day-ahead and spot energy markets; and (vii) revise
the FERC policy on the pricing of transmission expansions. CommentsThe FERC has revised
the comment schedule such that comments on the
proposalcertain issues are due 75 days after its issuance.on November
15, 2002 and comments on other issues are due on January 10, 2003. Reply
comments are due on February 17, 2003. Any impact of this proposal on SOUTHERN
and its subsidiaries will depend on the form in which final rules may be
ultimately adopted.
Compliance costs related to the Clean Air Act and other environmental
issues could affect earnings if such costs cannot be recovered. For additional
information, including information on the EPA litigation, 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.
GEORGIA's business activities are subject to extensive governmental
regulation related to public health and the environment. Litigation over
environmental issues and claims of various types, including property damage,
personal injury and citizen enforcement of environmental requirements, has
increased generally throughout the United States; in particular, personal injury
claims for damages caused by alleged exposure to hazardous materials have become
more frequent. Although the ultimate outcome of such litigation currently filed
against GEORGIA cannot be predicted at this time, management does not anticipate
that the liabilities, if any, arising from such proceedings would have a
material adverse effect on GEORGIA's financial position, results of operations
or cash flows.
Reference is made to Notes (C) through (E), (H), (I) and (I)(Q) 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.
Reference is also made to Note (E) in the "Notes to the Condensed Financial
Statements" herein for information relating to certain lawsuits regarding the
installation of fiber optic cable over GEORGIA's existing easements.
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,
48
GEORGIA POWER COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
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.
41
GEORGIA POWER COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
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. Reference is made to
"Exposure to Market Risks" below for information relating to derivative
instruments.
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.
In July 2002, the FASB issued Statement No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities." Statement No. 146 requires that a
liability for costs associated with an exit or disposal activity be recognized
and measured initially at fair value when the liability is incurred. Disposal
activities which are addressed in Statement No. 146 include the termination
benefits provided to current employees that are involuntarily terminated, costs
to terminate a contract that is not a capital lease and costs to consolidate
facilities or relocate employees. Statement No. 146 is effective for exit or
disposal activities that are initiated after December 31, 2002. GEORGIA does not
expect that adoption of Statement No. 146 will have a material impact on its
financial statements.
Reference is made to Note 1 to the financial statements of GEORGIA in Item
8 of the Form 10-K regarding GEORGIA's adoption of FASB Statement No.133,
"Accounting for Derivative Instruments and Hedging Activities," as amended.
Recent accounting changes have been issued by the Emerging Issues Task Force
("EITF") of the FASB. These changes will require certain energy trading
contracts that are currently marked to market to be accounted for under the
accrual basis. These changes will also require certain trading activities to be
recorded on a net basis for income statement presentation. The new rules will be
effective January 1, 2003. GEORGIA is in the process of determining the impact
of this recently issued guidance. However, in many cases, GEORGIA's current
transactions meet the normal purchases and sale exception under FASB Statement
No. 133 and are already accounted for under the accrual basis.
FINANCIAL CONDITION
Overview
The major changes in GEORGIA's financial condition during the first sixnine months
of 2002 were the sale of two units at Plant Wansley to Southern PowerSOUTHERN POWER and the
addition of approximately $434.4$620 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 herein for further
details.
49
GEORGIA POWER COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
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. Generally, collateral may be provided for by a SOUTHERN
guaranty, letter of credit or cash. At JuneSeptember 30, 2002, the maximum potential
collateral requirements were approximately $230 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, 2001.2001 reporting period. 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 enters into fixed price contracts for the
purchase and sale of electricity through the wholesale 42
GEORGIA POWER COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
electricity market and,
to a lesser extent, similar contracts for gas purchases. The fair value of
derivative energy contracts at JuneSeptember 30, 2002 is as follows:
Second Quarter
2002 Year-to-Date
Changes Changes
----------------------------------------------------------------------------
Fair Value
-----------------------------------------------------------------------------
(in thousands)
Contracts beginning of period $(1,660) $ 362
Contracts realized or settled 150 275
New contracts at inception - -
Changes in valuation techniques - -
Current period changes 1,113 (1,034)
----------------------------------------------------------------------------
Contracts at June 30, 2002 $ (397) $ (397)
============================================================================
Source of June 30, 2002
Valuation Prices
--------------------------------------------------------------------------
Maturity
Total -------------------------------
Fair Value Year 1 1-3 Years
--------------------------------------------------------------------------
(in thousands)
Actively quoted $(397) $(407) $10
External sources - -
Models and other methods - - -
---------------------------------------------------------------------------
Contracts at June 30, 2002 $(397) $(407) $10
===========================================================================
Third Quarter
2002 Year-to-Date
Changes Changes
-------------------------------------------------------------------------
Fair Value
-------------------------------------------------------------------------
(in thousands)
Contracts beginning of period $(397) $ 362
Contracts realized or settled 502 777
New contracts at inception - -
Changes in valuation techniques - -
Current period changes (152) (1,186)
--------------------------------------------------------- ---------------
Contracts at September 30, 2002 $ (47) $ (47)
========================================================= ===============
Source of September 30, 2002
Valuation Prices
--------------------------------------- ------------ ----------------------------
Maturity
Total ------------------------
Fair Value Year 1 1-3 Years
--------------------------------------- -----------------------------------------
(in thousands)
Actively quoted $(47) $(47) $ -
External sources - - -
Models and other methods - - -
--------------------------------------- ------------ ----------------------------
Contracts at September 30, 2002 $(47) $(47) $ -
======================================= ============ ============================
Realized gains and losses are recognized in the Statements of Income as
incurred. For the quarters ended JuneSeptember 30, 2002 and 2001, approximately
$1.3$0.35 million and $0.3$12.1 million, respectively, of gains were recognized in
income. For the sixnine months ended JuneSeptember 30, 2002 and 2001, approximately
$1.2$1.7 million and $0.2$11.9 million, respectively, of lossesgains were recognized in
income.
50
GEORGIA POWER COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
For additional information, 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.
Financing Activities
In June 2002, Georgia Power Capital Trust V, a statutory business trust, sold
$440 million of its 7?%7 1/8% Trust Preferred Securities, which are guaranteed by
GEORGIA. The net proceeds from this issuance were used to redeem Georgia Power
Capital Trust I and III preferred securities totaling $414 million and to repay
a portion of GEORGIA's outstanding short-term indebtedness.
In July 2002, GEORGIA issued $300 million of Series J 4.875% Senior Notes
due July 15, 2007. The net proceeds from this issuance were used to prepay a
portion of a $350 million bank loan.
In anticipationNovember 2002, Georgia Power Capital Trust VI, a statutory trust, sold
$300 million of its Flexible Trust Preferred Securities, which are guaranteed by
GEORGIA. The initial interest rate in effect through November 1, 2007 is 4.875%.
The net proceeds from this issuance GEORGIA
entered into interest rate swaps related to the 5 year treasury rate. These
swaps fixed the 5 year treasury rate at an average 4.018% on a $300 million
notional amount. The swaps were settled prior to the actual senior note issuance
for $(0.5) million. This amount will be amortized asused to repay a creditportion of GEORGIA's
short-term indebtedness and to interest
expense over the liferedeem in December 2002 $175 million of the senior notes.
43
GEORGIA POWER COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION7.60%
Trust Preferred Securities issued by Georgia Power Capital Trust II.
GEORGIA plans to continue, when economically feasible, a program to retire
higher-cost debt and replace these obligations with lower-cost capital if market
conditions permit.
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, maturing debt 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.
51
GEORGIA POWER COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
To meet short-term cash needs and contingencies, GEORGIA had at JuneSeptember
30, 2002 approximately $211.2$45.4 million of cash and cash equivalents and
approximately $1.765$1.74 billion of unused credit arrangements with banks, of which
$90$65 million expire in 2002 and $1.675$1.67 billion expire in 2003. Approximately $1.2
billion of the total $1.74 billion in unused credit arrangements contain
provisions allowing two-year term loans executable at expiration date. The
credit arrangements provide liquidity support to GEORGIA's obligations with
respect to variable rate pollution control bonds and its commercial paper program.paper. GEORGIA
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 GEORGIA and other SOUTHERN subsidiaries. At JuneSeptember 30,
2002, GEORGIA had outstanding $832.9$562 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.
4452
GULF POWER COMPANY
4553
GULF POWER COMPANY
CONDENSED STATEMENTS OF INCOME (UNAUDITED)
For the Three Months For the SixNine Months
Ended JuneSeptember 30, Ended JuneSeptember 30,
2002 2001 2002 2001
--------- ------------ -------- --------------- ---- ---- ----
(in thousands) (in thousands)
Operating Revenues:
Retail sales $172,781 $143,415 $306,275 $272,245$ 198,503 $ 187,697 $ 504,778 $ 459,942
Sales for resale --
Non-affiliates 18,684 20,297 36,118 40,44421,697 26,220 57,815 66,664
Affiliates 7,514 9,056 10,095 17,66614,139 3,507 24,234 21,173
Other revenues 11,008 7,662 18,432 15,10411,262 9,192 29,694 24,296
--------- -------- -------- ----------------- --------
Total operating revenues 209,987 180,430 370,920 345,459245,601 226,616 616,521 572,075
--------- -------- -------- ----------------- --------
Operating Expenses:
Operation --
Fuel 70,142 53,138 106,897 102,47087,663 55,982 194,560 158,452
Purchased power --
Non-affiliates 6,848 16,537 12,652 25,0388,033 34,954 20,685 59,992
Affiliates 13,130 6,014 30,191 17,5805,312 15,224 35,503 32,804
Other 30,985 29,009 57,910 56,23529,416 29,289 87,326 85,524
Maintenance 23,749 14,376 41,938 27,83511,679 13,172 53,617 41,007
Depreciation and amortization 19,083 16,932 36,374 33,60719,929 16,738 56,303 50,345
Taxes other than income taxes 14,876 13,722 29,291 27,20717,908 15,753 47,199 42,960
--------- -------- -------- ----------------- --------
Total operating expenses 178,813 149,728 315,253 289,972179,940 181,112 495,193 471,084
--------- -------- -------- ----------------- --------
Operating Income 31,174 30,702 55,667 55,48765,661 45,504 121,328 100,991
Other Income (Expense):
Interest income 6 337 155 507211 518 366 1,025
Other, net 179 222 1,806 (577)(268) 1,984 1,538 1,407
--------- -------- -------- ----------------- --------
Earnings Before Interest and Income Taxes 31,359 31,261 57,628 55,41765,604 48,006 123,232 103,423
--------- -------- -------- ----------------- --------
Interest and Other:
Interest expense, net 8,146 6,423 15,132 12,6968,680 5,705 23,812 18,401
Distributions on preferred securities of subsidiary 2,103 1,550 4,206 3,1006,309 4,650
--------- -------- -------- ----------------- --------
Total interest charges and other, net 10,249 7,973 19,338 15,79610,783 7,255 30,121 23,051
--------- -------- -------- ----------------- --------
Earnings Before Income Taxes 21,110 23,288 38,290 39,62154,821 40,751 93,111 80,372
Income taxes 7,569 8,464 12,978 14,61520,788 14,040 33,766 28,655
--------- -------- -------- ----------------- --------
Net Income Before Cumulative Effect of
Accounting Change 13,541 14,824 25,312 25,00634,033 26,711 59,345 51,717
Cumulative effect of accounting change --
less income taxes of $42 thousand - - - 68
--------- -------- -------- ----------------- --------
Net Income 13,541 14,824 25,312 25,07434,033 26,711 59,345 51,785
Dividends on Preferred Stock 54 54 108 108162 162
--------- -------- -------- ----------------- --------
Net Income After Dividends on Preferred Stock $ 13,48733,979 $ 14,77026,657 $ 25,20459,183 $ 24,96651,623
========= ======== ======== ================= ========
The accompanying notes as they relate to GULF are an integral part of these condensed statements.
4654
GULF POWER COMPANY
CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
For the SixNine Months
Ended JuneSeptember 30,
2002 2001
--------------- --------------------- -----
(in thousands)
Operating Activities:
Net income $ 25,31259,345 $ 25,07451,785
Adjustments to reconcile net income
to net cash provided from operating activities --
Depreciation and amortization 38,700 35,55460,127 53,343
Deferred income taxes and investment tax credits, net (4,049) (1,737)(6,310) 6,331
Other, net (25) 547(2,031) (543)
Changes in certain current assets and liabilities --
Receivables, net (25,427) 5,791(35,725) 6,919
Fossil fuel stock (12,757) (24,143)7,047 (23,509)
Materials and supplies (465) (279)(1,567) (491)
Accounts payable 2,200 (36,430)(1,969) 8,477
Regulatory clauses under/over recovery (2,581) (5,307)(2,281) (29,544)
Other 19,354 23,037
--------- --------35,849 11,745
---------- ----------
Net cash provided from operating activities 40,262 22,107
--------- --------112,485 84,513
----------- ----------
Investing Activities:
Gross property additions (67,948) (163,048)(88,894) (209,747)
Other (17,977) 22,471
-------- --------(21,010) (1,252)
--------- ----------
Net cash used for investing activities (85,925) (140,577)
-------- --------(109,904) (210,999)
--------- ----------
Financing Activities:
Increase (decrease)Decrease in notes payable, net (3,187) 73,225(29,386) (34,900)
Proceeds --
Pollution control bonds 55,000 -
Senior notes 45,000 60,000
Other long-term debt 44,803 - 100,000
Capital contributions from parent company 37,782 70,00037,922 70,318
Retirements --
Other long-term debtFirst mortgage bonds - (71)(30,000)
Pollution control bonds (55,000) -
Senior notes (343) (677)
Payment of preferred stock dividends (108) (108)(162) (162)
Payment of common stock dividends (32,750) (26,800)(49,125) (40,100)
Other (594) -
-------- --------(2,631) (184)
--------- ----------
Net cash provided from financing activities 45,946 116,246
-------- --------1,275 124,295
--------- ----------
Net Increase (Decrease) in Cash and Cash Equivalents 283 (2,224)3,856 (2,191)
Cash and Cash Equivalents at Beginning of Period 2,244 4,381
-------- ----------------- ----------
Cash and Cash Equivalents at End of Period $ 2,527 $2,157
======== ========6,100 $ 2,190
========= ==========
Supplemental Cash Flow Information:
Cash paid during the period for --
Interest (net of amount capitalized) $19,999 $14,734$32,220 $23,064
Income taxes (net of refunds) $2,503 $7,748$6,535 $22,043
The accompanying notes as they relate to GULF are an integral part of these condensed statements.
4755
GULF POWER COMPANY
CONDENSED BALANCE SHEETS (UNAUDITED)
At JuneSeptember 30, At December 31,
Assets 2002 2001
- ------ ------------------- ------------------------------------ ------------------
(in thousands)
Current Assets:
Cash and cash equivalents $ 2,5276,100 $ 2,244
Receivables --
Customer accounts receivable 86,05089,894 64,113
Under recovered regulatory clauses 25,78926,648 24,912
Other accounts and notes receivable 8,2088,072 4,316
Affiliated companies 4,7218,399 2,689
Accumulated provision for uncollectible accounts (1,147)(864) (1,342)
Fossil fuel stock, at average cost 60,41240,608 47,655
Materials and supplies, at average cost 29,32230,424 28,857
Other 7,3798,790 12,662
---------- --------------------- -----------
Total current assets 223,261218,071 186,106
---------- --------------------- -----------
Property, Plant, and Equipment:
In service 2,205,7962,239,876 1,951,512
Less accumulated provision for depreciation 930,945946,439 912,581
---------- ----------
1,274,851----------- -----------
1,293,437 1,038,931
Construction work in progress 61,38145,113 264,525
---------- ----------
Property,----------- -----------
Total property, plant, and equipment 1,336,2321,338,550 1,303,456
---------- --------------------- -----------
Other Property and Investments 10,09610,119 7,049
---------- --------------------- -----------
Deferred Charges and Other Assets:
Deferred charges related to income taxes 17,09817,265 16,766
Prepaid pension costs 33,18034,718 29,980
Debt expense, being amortized 2,5823,997 3,036
Premium on reacquired debt, being amortized 13,78013,437 14,518
Other 12,89612,820 12,222
---------- --------------------- -----------
Total deferred charges and other assets 79,53682,237 76,522
---------- --------------------- -----------
Total Assets $1,649,125 $1,573,133
========== ==========$ 1,648,977 $ 1,573,133
=========== ===========
The accompanying notes as they relate to GULF are an integral part of these condensed statements.
4856
GULF POWER COMPANY
CONDENSED BALANCE SHEETS (UNAUDITED)
At JuneSeptember 30, At December 31,
Liabilities and Stockholder's Equity 2002 2001
- ------------------------------------ ----------------- ------------------------------------ ---------------
(in thousands)
Current Liabilities:
Securities due within one year $ 60,000 $ -
Notes payable $ 84,124 $57,925 87,311
Accounts payable --
Affiliated 23,34019,891 18,202
Other 26,31420,868 38,308
Customer deposits 16,32515,681 14,506
Taxes accrued --
Income taxes 17,33136,623 8,162
Other 13,33718,609 8,053
Interest accrued 8,6436,823 8,305
Provision for rate refund -76 1,530
Vacation pay accrued 4,725 4,725
Regulatory clauses over recovery 2,0153,174 3,719
Other 5,003907 6,528
---------- --------------------- -----------
Total current liabilities 201,157245,302 199,349
---------- --------------------- -----------
Long-term debt 511,938451,943 467,784
---------- --------------------- -----------
Deferred Credits and Other Liabilities:
Accumulated deferred income taxes 159,232157,807 161,968
Deferred credits related to income taxes 26,40425,459 28,293
Accumulated deferred investment tax credits 23,09622,616 24,056
Employee benefits provisions 38,42139,354 41,508
Other 34,51234,386 26,045
---------- --------------------- -----------
Total deferred credits and other liabilities 281,665279,622 281,870
---------- --------------------- -----------
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 343,741343,882 305,960
Premium on preferred stock 12 12
Retained earnings 153,316170,920 160,862
---------- --------------------- -----------
Total common stockholder's equity 535,129552,874 504,894
---------- --------------------- -----------
Total Liabilities and Stockholder's Equity $1,649,125 $1,573,133
========== ==========$ 1,648,977 $ 1,573,133
=========== ===========
The accompanying notes as they relate to GULF are an integral part of these condensed statements.
4957
GULF POWER COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
SECONDTHIRD QUARTER 2002 vs. SECONDTHIRD QUARTER 2001
AND
YEAR-TO-DATE 2002 vs. YEAR-TO-DATE 2001
RESULTS OF OPERATIONS
Earnings
GULF's net income after dividends on preferred stock for the secondthird quarter 2002
and year-to-date 2002 was $13.5$34.0 million and $25.2$59.2 million, respectively,
compared to $14.8$26.7 million and $25.0$51.6 million for the corresponding periods in
2001. Earnings for the secondthird quarter 2002 decreasedand year-to-date 2002 increased by
$1.3$7.3 million, or 8.7%27.5%, and $7.6 million, or 14.6%, respectively, primarily due
to increases in certain expenses, including maintenance expense
and interest expense. While earnings for year-to-date 2002 remained relatively
unchanged, there were several significant variations in individual categories
which are addressed below.higher operating revenues.
Significant income statement items appropriate for discussion include the
following:
Increase (Decrease)
-----------------------------------------------------------
Second-----------------------------------------------------------------
Third Quarter Year-To-Date
------------------------------------------------------------------------------------------------ ---------------------------
(in thousands) % (in thousands) %
Retail sales $29,366 20.5$10,806 5.8 $ 34,030 12.544,836 9.7
Sales for resale - non-affiliates (1,613) (7.9) (4,326) (10.7)(4,523) (17.3) (8,849) (13.3)
Sales for resale - affiliates (1,542) (17.0) (7,571) (42.9)10,632 303.2 3,061 14.5
Other revenues 3,346 43.7 3,328 22.02,070 22.5 5,398 22.2
Fuel expense 17,004 32.0 4,427 4.331,681 56.6 36,108 22.8
Purchased power - non-affiliates (9,689) (58.6) (12,386) (49.5)(26,921) (77.0) (39,307) (65.5)
Purchased power - affiliates 7,116 118.3 12,611 71.7(9,912) (65.1) 2,699 8.2
Maintenance expense 9,373 65.2 14,103 50.7(1,493) (11.3) 12,610 30.8
Depreciation and amortization 2,151 12.7 2,767 8.23,191 19.1 5,958 11.8
Taxes other than income taxes 2,155 13.7 4,239 9.9
Other, net (43) (19.4) 2,383 413.0(2,252) (113.5) 131 9.3
Interest expense, net 1,723 26.8 2,436 19.22,975 52.1 5,411 29.4
Distributions on preferred securities
of subsidiary 553 35.7 1,1061,659 35.7
-------------------------------------------------------------------------------- --------------- ----------------- ---------
Retail sales. Excluding the recovery of fuel expense and certain other
expenses that do not affect net income, retail sales increased by $13.2$16.4 million,
or 15.5%17.0%, for the secondthird quarter 2002 and by $18.3$39.9 million, or 11.3%15.8%,
year-to-date 2002. For both of the above reporting periods, retail sales
revenues were higher than2002 when compared to the corresponding periods in 2001 primarily due to
warmer2001. Warmer
weather, growth in the number of customers and the retail rate increase, which went into effectwas
effective in June 2002, were the primary causes for the increases in retail
sales revenues for the third quarter 2002 and year-to-date 2002. (ReferenceReference is
made to Note (J) in the "Notes to Condensed Financial Statements" herein for
additional information.)
During the second quarter 2002, retail energy Energy sales to residential, commercial and industrial
customers increasedwere up by 7.7%7.8%, 7.3%5.9% and 1.0%7.0%, respectively, as
compared tofor the same period in 2001. For year-to-datethird quarter
2002 as compared to 2001,
retail energy sales to residential and commercial customers increased by 6.9%7.1%, 5.4% and 5.3%1.4%, respectively, while energy sales to industrial customers decreased by
2.4%. Sales to industrial customers continue to be affected by the sluggish
economy.
50for year-to-date 2002.
58
GULF POWER COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
Sales for resale - non-affiliates. During each of the above reporting
periods, salesSales for resale to non-affiliates
decreased for the third quarter 2002 and year-to-date 2002 when compared to the
corresponding periods in 2001 mainly due 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.
Other revenues. The increases in otherOther revenues for both reporting periods
shown above as compared toincreased during the comparable periods in 2001 are primarilythird quarter 2002 and
year-to-date 2002. Third quarter 2002 revenues increased due to a
$1.7 million settlement relatedhigher
miscellaneous service revenues, higher franchise fees, higher revenues from the
transmission of electricity to a power purchase agreement, a $1 million gain
onothers and revenue from the sale of gas.
Year-to-date 2002 revenues increased due to higher miscellaneous service
revenues, higher franchise fees, revenue from the sale of gas and an increasethe settlement
of $0.5 million in franchise fees over the
previous periods.a PPA.
Fuel expense. The increase in fuelFuel expense increased during the secondthird quarter 2002 and
year-to-date 2002 is mainly attributedlargely due to the commercial operation of Plant Smith Unit 3
beginning in April 2002. 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. DuringIn the secondthird quarter 2002 and
year-to-date 2002, purchased power from non-affiliates decreasedwas lower primarily due
to lower costs for energy compared to the same periods in 2001. Throughout the
SOUTHERN system, an additional 2,279 megawatts of generation has been placed
into commercial operation during 2002. Since energy expenses are generally
offset by energy revenues through GULF's fuel clause recovery mechanism, these
expenses do not have a significant impact on net income.
Maintenance expense. The increasesdecrease in the third quarter 2002 compared to the
corresponding period in 2001 is due to a decrease in scheduled maintenance
performed on power generating facilities. The year-to-date 2002 increase in
maintenance expense for the two
reporting periods as comparedis mainly attributed to the comparable periods in 2001 primarily
resulted from plannedscheduled turbine and boiler
inspections and repairs for GULF's generating facilities.
Depreciation and amortization. The increase in this expenseThis item increased for the secondthird quarter
2002 and year-to-date 2002 resulted primarily fromdue to an increase in plant in service,
including the addition of Plant Smith Unit 3, as compared to the previoussame reporting
periods in 2001.the prior year.
Taxes other than income taxes. The third quarter 2002 and year-to-date 2002
increases are primarily due to an increase in the state of Florida gross
receipts tax and municipal and county franchise fees, which are offset by
revenues collected from customers and do not have a significant impact on net
income.
Other, net. The increasethird quarter 2002 decrease in this item for the year-to-date 2002 period when
comparedother, net is attributed to
the same period in 2001 is primarily due to higher allowance for equity funds used during construction related to Plant Smith
Unit 3 which went
into commercial operationrecorded in April 2002.the same period in 2001.
Interest expense, net. The primary reason for the increase in this expense
for both reporting periods relates to additional sales of an aggregate amount of
$180 million of senior notes.
Distributions on preferred securitiesnotes in the third and fourth quarters of subsidiary. As a result2001 and the
first quarter of the
sale in November 2001 of2002. The proceeds from these sales were used to finance Plant
Smith Unit 3, to refinance $30 million of 7.375% Trust Preferred Securities, these
distributions increased in both reporting periods as compared to the comparable
periods in 2001.
51first mortgage bonds and for general
corporate purposes.
59
GULF POWER COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
Distributions on preferred securities of subsidiary. The increases in the
distributions on preferred securities are due to the issuance of $30 million of
7.375% Trust Preferred Securities in November 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, 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.
GULF's business activities are subject to extensive governmental regulation
related to public health and the environment. Litigation over environmental
issues and claims of various types, including property damage, personal injury
and citizen enforcement of environmental requirements, has increased generally
throughout the United States; in particular, personal injury claims for damages
caused by alleged exposure to hazardous materials have become more frequent.
Although the ultimate outcome of such litigation currently filed against GULF
cannot be predicted at this time, management does not anticipate that the
liabilities, if any, arising from such proceedings would have a material adverse
effect on GULF's financial position, results of operations or cash flows.
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, including the EPA litigation, see Item 7 - MANAGEMENT'S DISCUSSION AND
ANALYSIS - "Environmental Matters" and Note 3 to the financial statements 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. The
revenue sharing plan expired on April 22, 2002 at the commercial in-service date
of Plant Smith Unit 3. Based upon the actual revenues for January through April
2002, there will be no refund to customers for this period. 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 which became 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.
On April 25, 2002, the Stakeholder Advisory Committee met and selected the
candidates that will be considered for the SeTrans ISA. On June 27, 2002,
SOUTHERN and other SeTrans sponsors submitted a Petition for Declaratory Order
seeking the FERC's approval of the SeTrans governance structure and the
selection of the ISA, as well as guidance on various issues. The FERC granted
the petition askson October 10, 2002, approving the governance structure and the
selection process for a response
from the ISA. The FERC by October 2002.also provided guidance on other issues
identified in the petition. On November 1, 2002, the SeTrans sponsors announced
that they had selected the team of ESB International, Ltd. ("ESBI") and
Accenture LLP as the preferred candidate for ISA.
60
GULF POWER COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
Should negotiations with this candidate successfully conclude
with final agreement among the parties, the sponsors intend to seek any
regulatory or other approvals necessary for formation of the SeTrans RTO and the
approval of ESBI/Accenture to serve in the capacity of 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.
On July 31, 2002, the FERC issued a notice of proposed rulemaking entitled
"Remedying Undue Discrimination Through Open Access Transmission Service and
Standard Electricity Market Design." The FERC has indicated that the proposal,
if adopted, would (among other things): (i) require transmission assets of
jurisdictional utilities to be operated by an independent entity; (ii) establish
a standard market design; (iii) establish a single type of transmission service
that applies to all customers; (iv) assert jurisdiction over the transmission
component of bundled retail service; (v) establish a generation reserve margin;
(vi) establish bid caps for day-ahead and spot energy markets; and (vii) revise
the FERC policy on the pricing of transmission expansions. CommentsThe FERC has revised
the comment schedule such that comments on the
proposalcertain issues are due 75 days after its issuance.on November
15, 2002 and comments on other issues are due on January 10, 2003. Reply
comments are due on February 17, 2003. Any impact of this proposal on SOUTHERN
and its subsidiaries will depend on the form in which final rules may be
ultimately adopted.
52
GULF POWER COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
Reference is made to Notes (C) through (E), (J) and (J)(Q) 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.
Reference is also made to Note (E) in the "Notes to the Condensed Financial
Statements" herein for information relating to certain lawsuits regarding the
installation of fiber optic cable over GULF's existing easements.
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. Reference is made to
"Exposure to Market Risks" below for information relating to derivative
instruments.
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.
61
GULF POWER COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
In July 2002, the FASB issued Statement No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities." Statement No. 146 requires that a
liability for costs associated with an exit or disposal activity be recognized
and measured initially at fair value when the liability is incurred. Disposal
activities which are addressed in Statement No. 146 include the termination
benefits provided to current employees that are involuntarily terminated, costs
to terminate a contract that is not a capital lease and costs to consolidate
facilities or relocate employees. Statement No. 146 is effective for exit or
disposal activities that are initiated after December 31, 2002. GULF does not
expect that adoption of Statement No. 146 will have a material impact on its
financial statements.
Reference is made to Note 1 to the financial statements of GULF in Item 8
of the Form 10-K regarding GULF's adoption of FASB Statement No. 133,
"Accounting for Derivative Instruments and Hedging Activities," as amended.
Recent accounting changes have been issued by the Emerging Issues Task Force
("EITF") of the FASB. These changes will require certain energy trading
contracts that are currently marked to market to be accounted for under the
accrual basis. These changes will also require certain trading activities to be
recorded on a net basis for income statement presentation. The new rules will be
effective January 1, 2003. GULF is in the process of determining the impact of
this recently issued guidance. However, in many cases, GULF's current
transactions meet the normal purchases and sale exception under FASB Statement
No. 133 and are already accounted for under the accrual basis.
FINANCIAL CONDITION
Overview
Major changes in GULF's financial condition during the first sixnine months of 2002
included the addition of approximately $67.9$88.9 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 herein 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.
53
GULF POWER COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
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, 2001.2001 reporting period. 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
enters into fixed price contracts for the purchase and sale of electricity
through the wholesale electricity market and, to a lesser extent, similar
contracts for gas purchases. GULF has received approval from the Florida PSC to
recover prudently incurred costs related to its fuel hedging program through the
fuel cost recovery mechanism. The fair value of derivative energy contracts at
JuneSeptember 30, 2002 is as follows:
Second62
GULF POWER COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
Third Quarter
2002 Year-to-Date
Changes Changes
--------------------------------------------------------------------------------------------------------------- ---------------------------------------
Fair Value
--------------------------------------------------------------------------------------------------------------- ---------------------------------------
(in thousands)
Contracts beginning of period $(268)$ (64) $(110)
Contracts realized or settled 24 4581 126
New contracts at inception - -
Changes in valuation techniques - -
Current period changes 180 1
---------------------------------------------------------------------------151 152
----------------------------------- -------------------- ------------------
Contracts at JuneSeptember 30, 2002 $ (64)168 $ (64)
===========================================================================168
=================================== ==================== ==================
Source of JuneSeptember 30, 2002
Valuation Prices
----------------------------------------------------------------------------------------------------------- --------------- -----------------------
Maturity
Total ------------------------------------------------------
Fair Value Year 1 1-3 Years
----------------------------------------------------------------------------------------------------------- ---------------------------------------
(in thousands)
Actively quoted $(64) $(66) $2$168 $168 $-
External sources - - -
Models and other methods - - -
------------------------------------------------------------------------------------------------------------ --------------- -----------------------
Contracts at JuneSeptember 30, 2002 $(64) $(66) $2
===========================================================================$168 $168 $-
================================= =============== =======================
Realized gains and losses are recognized in the Statements of Income as
incurred. These amounts were not material for the quarter and year-to-date
periods ended JuneSeptember 30, 2002 and 2001.
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 54Plant Smith Unit 3,
GULF's 574 megawatt combined-cycle facility, which was placed in service in
April 2002, and for general corporate purposes.
In September 2002, GULF sold through public authorities $13 million of
solid waste disposal facilities revenue refunding bonds due September 1, 2028.
The proceeds, together with other moneys of GULF, were used to redeem $13
million aggregate principal amount of solid waste disposal facilities revenue
bonds, Series 1993.
Also in September 2002, GULF sold through public authorities $42 million of
pollution control revenue bonds due September 1, 2037. The proceeds, together
with any investment proceeds and other moneys of GULF, were used to redeem $42
million aggregate principal amount of pollution control revenue bonds, First
Series 1994 and Second Series 1994.
63
GULF POWER COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
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 debtsecurities and replace these securitiesobligations with lower-cost capital.capital if
market conditions permit.
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, maturing debt and environmental
compliance efforts.
GULF signed an agreement with the Florida Department of Environmental
Protection in August 2002 that calls for the installation of additional
equipment at Plant Crist to proactively address ozone problems. Once the
agreement receives final approval from the Florida PSC for recovery through the
Environmental Cost Recovery Clause, the agreement will increase GULF's estimated
construction expenditures for 2003 and 2004 by $12 million and $38 million,
respectively.
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 JuneSeptember 30,
2002 approximately $2.5$6.1 million of cash and cash equivalents and $61.9 million
of unused committed lines of credit with banks that expire in 2002 and $61.5
million that expire in 2003. 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 and extendible
commercial notes at the request and for the benefit of GULF and other
SOUTHERN subsidiaries. At JuneSeptember 30, 2002, GULF had outstanding $84.1$57.9 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.
5564
MISSISSIPPI POWER COMPANY
56
65
MISSISSIPPI POWER COMPANY
CONDENSED STATEMENTS OF INCOME (UNAUDITED)
For the Three Months For the SixNine Months
Ended JuneSeptember 30, Ended JuneSeptember 30,
2002 2001 2002 2001
------ -------- ------- ------------- -------
(in thousands) (in thousands)
Operating Revenues:
Retail sales $138,601 $127,802 $257,068 $242,381$ 159,097 $ 145,067 $ 416,165 $ 387,448
Sales for resale --
Non-affiliates 52,182 49,437 104,334 89,72564,421 67,514 168,755 157,239
Affiliates 10,456 23,604 20,069 35,59214,959 19,859 35,028 55,451
Other revenues 4,139 3,106 6,965 7,563
-------- -------- -------- --------4,600 3,476 11,565 11,039
--------- --------- --------- ---------
Total operating revenues 205,378 203,949 388,436 375,261
-------- -------- -------- --------243,077 235,916 631,513 611,177
--------- --------- --------- ---------
Operating Expenses:
Operation --
Fuel 66,772 73,064 126,974 110,54888,331 92,741 215,305 203,289
Purchased power --
Non-affiliates 4,416 14,183 7,257 28,8066,134 9,546 13,391 38,352
Affiliates 10,3876,201 5,879 23,994 50,582
Other 39,026 36,208 111,490 95,341
Maintenance 15,050 13,167 17,793 44,703
Other 37,103 32,764 72,464 59,133
Maintenance 20,606 13,441 41,277 27,28956,327 40,456
Depreciation and amortization 13,918 13,962 28,430 25,87814,166 13,986 42,596 39,864
Taxes other than income taxes 13,719 10,728 26,911 22,649
-------- -------- -------- --------14,159 11,126 41,070 33,775
--------- --------- --------- ---------
Total operating expenses 166,921 171,309 321,106 319,006
-------- -------- -------- --------183,067 182,653 504,173 501,659
--------- --------- --------- ---------
Operating Income 38,457 32,640 67,330 56,25560,010 53,263 127,340 109,518
Other Income:
Interest income 82 79 168 223192 195 360 418
Other, net 1,070 1,856 1,177 2,063
-------- -------- -------- --------(427) 1,964 750 4,027
--------- --------- --------- ---------
Earnings Before Interest and Income Taxes 39,609 34,575 68,675 58,54159,775 55,422 128,450 113,963
--------- --------- --------- ---------
Interest Expense and Other:
-------- -------- -------- --------
Interest expense, net 4,279 6,218 9,325 13,1644,394 4,800 13,719 17,964
Distributions on preferred securities of subsidiary 1,022616 678 1,770 1,356
-------- -------- -------- --------2,386 2,034
--------- --------- --------- ---------
Total interest charges and other, net 5,301 6,896 11,095 14,520
-------- -------- -------- --------5,010 5,478 16,105 19,998
--------- --------- --------- ---------
Earnings Before Income Taxes 34,308 27,679 57,580 44,02154,765 49,944 112,345 93,965
Income taxes 13,016 10,605 21,803 16,729
-------- -------- -------- --------20,878 19,061 42,681 35,790
--------- --------- --------- ---------
Net Income Before Cumulative Effect of
Accounting Change 21,292 17,074 35,777 27,29233,887 30,883 69,664 58,175
Cumulative effect of accounting change --
less income taxes of $43 thousand - - - 70
-------- -------- -------- ----------------- --------- --------- ---------
Net Income 21,292 17,074 35,777 27,36233,887 30,883 69,664 58,245
Dividends on Preferred Stock 503 504 503 1,007 1,034
-------- -------- -------- --------1,510 1,538
--------- --------- --------- ---------
Net Income After Dividends on Preferred Stock $20,788 $ 16,57133,384 $ 34,77030,379 $ 26,328
========68,154 $ 56,707
========= ======== ================= ========= =========
The accompanying notes as they relate to MISSISSIPPI are an integral part of these condensed statements.
5766
MISSISSIPPI POWER COMPANY
CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
For the SixNine Months
Ended JuneSeptember 30,
2002 2001
-------------- ---------------------- -------
(in thousands)
Operating Activities:
Net income $ 35,77769,664 $ 27,36258,245
Adjustments to reconcile net income
to net cash provided from operating activities --
Depreciation and amortization 30,486 27,83645,784 42,868
Deferred income taxes and investment tax credits, net (6,021) (239)(7,147) (8,082)
Other, net 5,953 2,0863,688 6,481
Changes in certain current assets and liabilities --
Receivables, net 3,463 (10,692)3,722 (20,660)
Fossil fuel stock (1,768) (30,500)1,896 (23,763)
Materials and supplies (1,092) (1,153)140 (2,909)
Accounts payable (13,723) 6,861(9,400) 27,625
Other 10,679 231
-------- --------34,843 37,269
--------- ---------
Net cash provided from operating activities 63,754 21,792
-------- --------143,190 117,074
--------- ---------
Investing Activities:
Gross property additions (36,813) (23,032)(48,858) (37,433)
Other (10,713) (5,358)
-------- --------(12,463) (6,121)
--------- ---------
Net cash used for investing activities (47,526) (28,390)
-------- --------(61,321) (43,554)
--------- ---------
Financing Activities:
IncreaseDecrease in notes payable, net 9,922 22,724(15,973) (39,075)
Proceeds --
Senior notes 80,000 -
Preferred securities 35,000 -
Capital contributions from parent company 682 70,00011,779 70,579
Retirements --
First mortgage bonds (650) (36,000)
Senior notes (80,190) (20,547)(80,418) (20,718)
Preferred securities (35,000) -
Payment of preferred stock dividends (1,007) (1,034)(1,510) (1,538)
Payment of common stock dividends (31,750) (25,300)(47,625) (37,800)
Other 106 (78)
-------- --------(1,144) (77)
--------- ---------
Net cash provided from (used for)used for financing activities (22,887) 9,765
-------- --------(55,541) (64,629)
--------- ---------
Net Increase (Decrease) in Cash and Cash Equivalents (6,659) 3,16726,328 8,891
Cash and Cash Equivalents at Beginning of Period 18,950 7,531
-------- ----------------- ---------
Cash and Cash Equivalents at End of Period $ 12,29145,278 $ 10,698
======== ========16,422
========= =========
Supplemental Cash Flow Information:
Cash paid during the period for --
Interest (net of amount capitalized) $7,490 $14,616$11,476 $16,176
Income taxes (net of refunds) $7,231 $1,472$26,538 $4,493
The accompanying notes as they relate to MISSISSIPPI are an integral part of these condensed statements.
5867
MISSISSIPPI POWER COMPANY
CONDENSED BALANCE SHEETS (UNAUDITED)
At JuneSeptember 30, At December 31,
Assets 2002 2001
- ------ -------------------- ------------------------------------ ---------------
(in thousands)
Current Assets:
Cash and cash equivalents $ 12,29145,278 $ 18,950
Receivables --
Customer accounts receivable 61,94663,770 48,200
Under recovered regulatory clauses 21,34124,300 15,086
Other accounts and notes receivable 7,0915,804 26,068
Affiliated companies 18,16414,368 22,569
Accumulated provision for uncollectible accounts (897)(1,029) (856)
Fossil fuel stock, at average cost 33,25729,593 31,489
Materials and supplies, at average cost 24,31423,083 23,223
Other 24,08126,731 16,002
---------- --------------------- -----------
Total current assets 201,588231,898 200,731
---------- --------------------- -----------
Property, Plant, and Equipment:
In service 1,780,5291,783,933 1,741,499
Less accumulated provision for depreciation 718,436727,412 698,681
---------- ----------
1,062,093----------- -----------
1,056,521 1,042,818
Construction work in progress 32,24735,772 38,253
---------- --------------------- -----------
Property, plant, and equipment 1,094,3401,092,293 1,081,071
---------- --------------------- -----------
Other Property and Investments 5,0902,970 1,900
---------- --------------------- -----------
Deferred Charges and Other Assets:
Deferred charges related to income taxes 13,00612,811 13,394
Prepaid pension costs 13,07114,037 11,171
Debt expense, being amortized 3,0464,349 4,396
Premium on reacquired debt, being amortized 7,5017,321 6,719
Other 18,27018,034 20,821
---------- --------------------- -----------
Total deferred charges and other assets 54,89456,552 56,501
---------- ---------------------- -----------
Total Assets $1,355,912 $1,340,203
========== ==========$ 1,383,713 $ 1,340,203
=========== ===========
The accompanying notes as they relate to MISSISSIPPI are an integral part of these condensed statements.
5968
MISSISSIPPI POWER COMPANY
CONDENSED BALANCE SHEETS (UNAUDITED)
At JuneSeptember 30, At December 31,
Liabilities and Stockholder's Equity 2002 2001
- ------------------------------------ -------------------- ------------------------------------- ----------------
(in thousands)
Current Liabilities:
Securities due within one year $ 35,020 $ 80,020
Notes payable 25,894- 15,973
Accounts payable --
Affiliated 17,293 6,17514,180 16,642
Other 66,720 92,53871,418 82,072
Customer deposits 6,9926,816 6,540
Taxes accrued --
Income taxes 35,57337,221 14,981
Other 22,35632,366 35,282
Interest accrued 6,9518,099 5,079
Vacation pay accrued 5,810 5,810
Regulatory clauses over recovery 22,69228,316 13,296
Other 8,821 12,041
---------- ----------8,485 12,040
----------- -----------
Total current liabilities 254,122247,731 287,735
---------- --------------------- -----------
Long-term debt 277,935277,719 233,753
---------- --------------------- -----------
Deferred Credits and Other Liabilities:
Accumulated deferred income taxes 136,508135,275 138,913
Deferred credits related to income taxes 22,21221,505 23,626
Accumulated deferred investment tax credits 21,66121,358 22,268
Employee benefits provisions 48,84948,765 45,827
Other 32,43440,562 29,592
---------- --------------------- -----------
Total deferred credits and other liabilities 261,664267,465 260,226
---------- --------------------- -----------
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 267,937279,035 267,256
Premium on preferred stock 326 326
Retained earnings 189,428206,937 186,407
---------- --------------------- -----------
Total common stockholder's equity 495,382523,989 491,680
---------- --------------------- -----------
Total Liabilities and Stockholder's Equity $1,355,912 $1,340,203
========== ==========$ 1,383,713 $ 1,340,203
=========== ===========
The accompanying notes as they relate to MISSISSIPPI are an integral part of these condensed statements.
6069
MISSISSIPPI POWER COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
SECONDTHIRD QUARTER 2002 vs. SECONDTHIRD QUARTER 2001
AND
YEAR-TO-DATE 2002 vs. YEAR-TO-DATE 2001
RESULTS OF OPERATIONS
Earnings
MISSISSIPPI's net income after dividends on preferred stock for the secondthird
quarter 2002 and year-to date 2002 was $20.8$33.4 million and $34.8$68.1 million,
respectively, compared to $16.6$30.4 million and $26.3$56.7 million for the corresponding
periods of 2001. Earnings were up $4.2increased $3.0 million, or 25.4%9.9%, for the secondthird quarter
2002 and up $8.4$11.4 million, or 32.1%20.2%, year-to-date 2002 primarily due to higher
operating revenues and lower interest expense.revenues.
Significant income statement items appropriate for discussion include the
following:
Increase (Decrease)
----------------------------------------------------------------
Second--------------------------------------------------------------------
Third Quarter Year-To-Date
---------------------------------------------------------------------------------------------------- -------------------------------
(in thousands) % (in thousands) %
Retail sales $14,030 9.7 $ 10,799 8.4 $ 14,687 6.128,717 7.4
Sales for resale - non-affiliates 2,745 5.6 14,609 16.3(3,093) (4.6) 11,516 7.3
Sale for resale - affiliates (13,148) (55.7) (15,523) (43.6)(4,900) (24.7) (20,423) (36.8)
Fuel expense (6,292) (8.6) 16,426 14.9(4,410) (4.8) 12,016 5.9
Purchased power - non-affiliates (9,767) (68.9) (21,549) (74.8)(3,412) (35.7) (24,961) (65.1)
Purchased power - affiliates (2,780) (21.1) (26,910) (60.2)322 5.5 (26,588) (52.6)
Other operation expense 4,339 13.2 13,331 22.52,818 7.8 16,149 16.9
Maintenance expense 7,165 53.3 13,988 51.3
Depreciation and amortization (44) (0.3) 2,552 9.91,883 14.3 15,871 39.2
Taxes other than income taxes 2,991 27.9 4,262 18.83,033 27.3 7,295 21.6
Other, net (2,391) (121.7) (3,277) (81.4)
Interest expense, net (1,939) (31.2) (3,839) (29.2)
----------------------------------------------------------------(406) (8.5) (4,245) (23.6)
---------------------- ------------- ------------------- -----------
Retail sales. Excluding fuel revenues, which generally do not affect net
income, retail sales revenue was upincreased by $12.0$12.6 million, or 16.2%15.0%, in the secondthird
quarter 2002 and by $22.6$34.9 million, or 16.6%15.9%, year-to-date 2002 when compared to
the corresponding periods in 2001 primarily due to the retail rate increase
which took effect in January 2002 and, to a lesser extent, higher retail energy
sales. (Reference is made to Note (K) in the "Notes to the Condensed Financial
Statements" herein for additional information.) Retail energy sales in the secondthird
quarter 2002 compared to the same period in 2001 increased for residential and
commercial customers by 3.2%3.7% and 3.8%0.5%, respectively, while sales to industrial
customers decreased by 3.2%2.4%. For year-to-date 2002 as compared to the
comparablecorresponding period in 2001, total retail sales increased 4.3%4.0% and 2.6%1.8% for
residential and commercial customers, respectively, and decreased 0.9%1.4% for
industrial customers. SalesEnergy sales to industrial customers continue to be
affected by the sluggish economy.
Sales for resale - non-affiliates. During the secondthird quarter 2002 and
year-to-date 2002 sales for
resale to non-affiliates increasedwere lower than the amounts recorded in the same period
in 2001 mainly due to decreased demand from these customers. The year-to-date
2002 increase in sales for resale to non-affiliates is primarily due to
increased 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.
6170
MISSISSIPPI POWER COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
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.
Fuel expense. LowerIn the third quarter 2002, fuel expenses in the second quarter 2002expense decreased as a result
of lower unit fuel prices when compared to the same period in the prior year are primarily attributed to lower unit fuel
prices.year.
For year-to-date 2002, higher fuel expenses as compared to 2001 resulted from
increased generation and the commercial operation in May 2001 of Plant
Daniel Units 3 and 4.generation. Since energy expenses are generally offset by energy
revenues through MISSISSIPPI's retail and wholesale fuel cost recovery clause,clauses,
these expenses do not have a significant impact on earnings.
Purchased power - non-affiliates. InDuring the secondthird quarter 2002 and
year-to-date 2002, purchased power from non-affiliates decreased primarily dueas a result of
lower costs associated with these energy purchases and the utilization of
electricity within the SOUTHERN system when compared to the corresponding
periods in 2001. Throughout the SOUTHERN system, an additional 2,279 megawatts
of generation has been placed into commercial operation of the new units at Plant Daniel in May 2001.during 2002. These
purchased power transactions do not have a significant impact on net income
since energy expenses are generally offset by energy revenues through
MISSISSIPPI's retail and wholesale fuel cost recovery clause.clauses.
Other operation expense. In the second quarter 2002 and year-to-date 2002,
otherOther operation expense increased overin the same periods in 2001third
quarter 2002 primarily as a
result ofdue to higher administrative and general expenses. The
year-to-date 2002 increase was largely related to lease payments related toassociated with
the commercial operation of Plant Daniel Units 3 and 4, which began in May 2001.
Maintenance expense. DuringMaintenance expense was higher during the secondthird
quarter 2002 and year-to-date 2002 maintenance expense increased when compared to the correspondingsame periods in 2001the
prior year primarily as a result ofdue to scheduled maintenance performed at Plant Watson and
Plant Daniel in 2002.
Depreciation and amortization. The year-to-date 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.
Taxes other than income taxes. This expense forFor the secondthird quarter 2002 and year-to-date
2002, increasedthe increases in taxes other than income taxes are primarily as a result of theattributed to
additional property taxes related to the commercial operation of Plant Daniel
Units 3 and 4.
Other, net. The reduction in other, net for the third quarter 2002 and
year-to-date 2002 is mostly related to project work requested by customers in
the corresponding periods of 2001.
Interest expense, net. The decreasesDecreases in this expenseitem for the secondthird quarter 2002
and for year-to-date 2002 aswhen compared to the correspondingsame periods in 2001
primarily result from decreases in interest on long-term debt and notes payable
asthe prior year are
largely a result of lower interest rates on long-term debt and notes payable
outstanding.
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.
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.
6271
MISSISSIPPI POWER COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
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.
MISSISSIPPI's business activities are subject to extensive governmental
regulation related to public health and the environment. Litigation over
environmental issues and claims of various types, including property damage,
personal injury and citizen enforcement of environmental requirements, has
increased generally throughout the United States; in particular, personal injury
claims for damages caused by alleged exposure to hazardous materials have become
more frequent.
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, including the EPA litigation, see
Item 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS - "Environmental Matters" and Note
3 to the financial statements of MISSISSIPPI in the Form 10-K.
On April 25, 2002, the Stakeholder Advisory Committee met and selected the
candidates that will be considered for the SeTrans ISA. On June 27, 2002,
SOUTHERN and other SeTrans sponsors submitted a Petition for Declaratory Order
seeking the FERC's approval of the SeTrans governance structure and the
selection process for the ISA, as well as guidance on various issues. The FERC
granted the petition askson October 10, 2002, approving the governance structure and
the selection process for a response
from the ISA. The FERC by October 2002.also provided guidance on other
issues identified in the petition. On November 1, 2002, the SeTrans sponsors
announced that they had selected the team of ESB International, Ltd. ("ESBI")
and Accenture LLP as the preferred candidate for ISA. Should negotiations with
this candidate successfully conclude with final agreement among the parties, the
sponsors intend to seek any regulatory or other approvals necessary for
formation of the SeTrans RTO and the approval of ESBI/Accenture to serve in the
capacity of 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.
On July 31, 2002, the FERC issued a notice of proposed rulemaking entitled
"Remedying Undue Discrimination Through Open Access Transmission Service and
Standard Electricity Market Design." The FERC has indicated that the proposal,
if adopted, would (among other things): (i) require transmission assets of
jurisdictional utilities to be operated by an independent entity; (ii) establish
a standard market design; (iii) establish a single type of transmission service
that applies to all customers; (iv) assert jurisdiction over the transmission
component of bundled retail service; (v) establish a generation reserve margin;
(vi) establish bid caps for day-ahead and spot energy markets; and (vii) revise
the FERC policy on the pricing of transmission
72
MISSISSIPPI POWER COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
expansions. CommentsThe FERC has revised the comment schedule such that comments on
the
proposalcertain issues are due 75 days after its issuance.on November 15, 2002, and comments on other issues are
due on January 10, 2003. Reply comments are due on February 17, 2003. Any impact
of this proposal on SOUTHERN and its subsidiaries will depend on the form in
which final rules may be ultimately adopted.
Reference is made to Note 6 to MISSISSIPPI's financial statements in the
Form 10-K regarding Long-Term Capacity Sales Agreements. MISSISSIPPI has entered
into a capacity salesales contract under which minimum capacity revenues to
MISSISSIPPI would average approximately $21 million annually through May 2011.
The customer for that capacity, a subsidiary of Dynegy Inc. ("Dynegy"), is
currently experiencing liquidity problems and has had its credit rating reduced
below investment grade. The customerDynegy has provided MISSISSIPPI with a $26 million letter of credit
expiring in February 2003.2003 totaling $26 million (approximately 15 months of
capacity payments). This letter of credit can be drawn if it is not replaced by
acceptable security prior to expiration or if the customer defaultsthere is a default under the
contract. In the event of such a default, and if MISSISSIPPI werewas unable to
resell that capacity in the market, future earnings could be affected. The
outcome cannot now be determined.
63
MISSISSIPPI POWER COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
Reference is made to Notes (C) through (E), (K), (L) and (L)(Q) 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.
Reference is also made to Note (E) in the "Notes to the Condensed Financial
Statements" herein for information relating to certain lawsuits regarding the
installation of fiber optic cable over MISSISSIPPI's existing easements.
Accounting Policies
Critical PolicyPolicies
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 involvespolicies involve rate regulation.regulation and lease accounting.
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. In June
2002, the FASB issued an exposure draft for comment of a proposed interpretation
on "Consolidation of Certain Special-Purpose Entities," an interpretation of
Accounting Research Bulletin No. 51. It is expected that the exposure draft
would be finalized by year end, with an effective date for existing transactions
subject to the interpretation, including MISSISSIPPI's lease transaction, to be
implemented on April 1, 2003. This interpretation is in draft form; the final
pronouncement may differ from the draft. However, in its current draft form,
MISSISSIPPI would be deemed to be the "primary beneficiary" of its lease
arrangement with Escatawpa and would be required to consolidate the leased asset
and
73
MISSISSIPPI POWER COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
related debt on its books or to restructure the existing arrangement to comply
with the final rules. Until final rules are approved by the FASB, MISSISSIPPI
will continue to analyze the impact of the exposure draft. MISSSISSIPPI'sMISSISSIPPI's current
operating lease arrangement with Escatawpa has been reviewed and approved by the
Mississippi PSC and is reflected and approved for recovery in both its retail
and wholesale rate jurisdictions. Consolidation of the leased asset and related
debt could require MISSISSIPPI to seek additional regulatory review.
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. Reference is made to
"Exposure to Market Risks" below for information relating to derivative
instruments.
64
MISSISSIPPI POWER COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
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.
In July 2002, the FASB issued Statement No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities." Statement No. 146 requires that a
liability for costs associated with an exit or disposal activity be recognized
and measured initially at fair value when the liability is incurred. Disposal
activities which are addressed in Statement No. 146 include the termination
benefits provided to current employees that are involuntarily terminated, costs
to terminate a contract that is not a capital lease and costs to consolidate
facilities or relocate employees. Statement No. 146 is effective for exit or
disposal activities that are initiated after December 31, 2002. MISSISSIPPI does
not expect that adoption of Statement No. 146 will have a material impact on its
financial statements.
Reference is made to Note 1 to the financial statements of MISSISSIPPI in
Item 8 of the Form 10-K regarding MISSISSIPPI's adoption of FASB Statement No.
133, "Accounting for Derivative Instruments and Hedging Activities," as amended.
Recent accounting changes have been issued by the Emerging Issues Task Force
("EITF") of the FASB. These changes will require certain energy trading
contracts that are currently marked to market to be accounted for under the
accrual basis. These changes will also require certain trading activities to be
recorded on a net basis for income statement presentation. The new rules will be
effective January 1, 2003. MISSISSIPPI is in the process of determining the
impact of this recently issued guidance. However, in many cases, MISSISSIPPI's
current transactions meet the normal purchases and sale exception under FASB
Statement No. 133 and are already accounted for under the accrual basis.
FINANCIAL CONDITION
Overview
Major changes in MISSISSIPPI's financial condition during the first sixnine months
of 2002 included the addition of approximately $36.8$48.9 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
herein for further details.
74
MISSISSIPPI POWER COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
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 of MISSISSIPPI in Item 8
of MISSISSIPPI
in the Form 10-K and to "Critical Policy"Policies" above 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 JuneSeptember 30, 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, 2001.2001 reporting period. In
addition, MISSISSIPPI is not aware of any facts or circumstances that would
significantly affect such exposures in the near term.
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 and, to a lesser extent,
similar contracts for gas purchases. MISSISSIPPI has also implemented retail
fuel hedging programs at the instruction of its PSC and 65wholesale fuel hedging
programs under agreements with customers. The fair value of derivative, fuel and
energy contracts is as follows:
Third Quarter
2002 Year-to-Date
Changes Changes
---------------------------------- ----------------------------------------
Fair Value
---------------------------------- ----------------------------------------
(in thousands)
Contracts beginning of period $6,844 $(3,830)
Contracts realized or settled (105) (296)
New contracts at inception - -
Changes in valuation techniques - -
Current period changes 2,770 13,635
---------------------------------- -------------------------- --------------
Contracts at September 30, 2002 $9,509 $ 9,509
================================== ========================== ==============
75
MISSISSIPPI POWER COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
wholesale fuel hedging programs at the instruction of its PSC. The fair value
of derivative energy contracts is as follows:
Second Quarter
2002 Year-to-Date
Changes Changes
----------------------------------------------------------------------------
Fair Value
----------------------------------------------------------------------------
(in thousands)
Contracts beginning of period $5,180 $(3,830)
Contracts realized or settled (210) (190)
New contracts at inception - -
Changes in valuation techniques - -
Current period changes 1,874 10,864
----------------------------------------------------------------------------
Contracts at June 30, 2002 $6,844 $ 6,844
============================================================================
Source of June 30, 2002
Valuation Prices
--------------------------------------------------------------------------
Maturity
Total -------------------------------
Fair Value Year 1 1-3 Years
--------------------------------------------------------------------------
(in thousands)
Actively quoted $6,844 $3,495 $3,349
External sources - - -
Models and other methods - - -
--------------------------------------------------------------------------
Contracts at June 30, 2002 $6,844 $3,495 $3,349
===========================================================================
Source of September 30, 2002
Valuation Prices
----------------------------------- -------------------------------------------
Maturity
Total ---------------------------
Fair Value Year 1 1-3 Years
----------------------------------- -------------------------------------------
(in thousands)
Actively quoted $9,509 $8,239 $1,270
External sources - - -
Models and other methods - - -
----------------------------------- --------------- ---------------------------
Contracts at September 30, 2002 $9,509 $8,239 $1,270
=================================== =============== ===========================
Unrealized gains and losses from mark to market adjustments on contracts
related to the retail and wholesale fuel hedging programs are recorded as
regulatory assets and liabilities. At JuneSeptember 30, 2002, MISSISSIPPI had
approximately $6.9$9.5 million in regulatory liabilities related to unrealized gains
on mark to market derivative contracts associated with its fuel hedging
programs. Realized gains and losses from these programs are included in fuel
expense and are recovered through MISSISSIPPI's energy cost management clauses.
Reference is made to Note 1 to the financial statements of MISSISSIPPI in Item 8
of the Form 10-K and Note (L) in the "Notes to the Condensed Financial
Statements" herein regarding the respective approvals of the retail and
wholesale energy cost management clauses. Gains and losses on contracts that do
not represent hedges are recognized in the Statements of Income as incurred. For
the quarter and year-to-date periods ended JuneSeptember 30, 2002 and 2001, these
amounts were not material.
For additional information, 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.
66
MISSISSIPPI POWER COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
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.
In October 2002, MISSISSIPPI sold through public authorities an aggregate
principal amount of $42.625 million of Mississippi Business Finance Corporation
Pollution Control Revenue Refunding Bonds, Series 2002 due September 1, 2028.
The proceeds of this sale will be used to redeem (i) $16.75 million aggregate
principal amount of Harrison County, Mississippi Pollution Control Revenue
Refunding Bonds, Series 1992; (ii) $18 million aggregate principal amount of
Jackson County, Mississippi Pollution Control Revenue Refunding Bonds, Series
1993; and (iii) $7.875 million aggregate principal amount of Mississippi
Business Finance Corporation Water Pollution Control Revenue Refunding Bonds,
Series 1993.
MISSISSIPPI plans to continue, to the extent possible, a program to retire
higher-cost debt and replace these securities with lower-cost capital.
76
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 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
JuneSeptember 30, 2002, approximately $12.3$45.3 million of cash and cash equivalents and
$74.5$60 million of unused committed credit arrangements with banks that expire in
2002 and $50$77.5 million that expire in 2003. The credit arrangements provide
liquidity support to MISSISSIPPI's obligations 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 and extendible commercial notes at the request and for the
benefit of MISSISSIPPI and other SOUTHERN subsidiaries. At JuneSeptember 30, 2002,
MISSISSIPPI had no outstanding
$25.9 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.
6777
SAVANNAH ELECTRIC
AND
POWER COMPANY
6878
SAVANNAH ELECTRIC AND POWER COMPANY
CONDENSED STATEMENTS OF INCOME (UNAUDITED)
For the Three Months For the SixNine Months
Ended JuneSeptember 30, Ended JuneSeptember 30,
2002 2001 2002 2001
--------------------- -------------------------- ----- ---- ----
(in thousands) (in thousands)
Operating Revenues:
Retail sales $74,293 $70,716 $129,240 $129,135$ 93,530 $88,398 $222,770 $217,533
Sales for resale --
Non-affiliates 2,097 2,016 3,030 3,5741,728 3,808 4,758 7,382
Affiliates 1,264 651 2,162 1,878957 638 3,119 2,516
Other revenues 706 587 1,306 1,074
------756 739 2,062 1,813
-------- ------- -------- --------
Total operating revenues 78,360 73,970 135,738 135,661
------96,971 93,583 232,709 229,244
-------- ------- -------- --------
Operating Expenses:
Operation --
Fuel 14,148 13,119 23,076 22,51318,805 18,096 41,881 40,609
Purchased power --
Non-affiliates 2,067 5,756 3,134 8,0822,270 13,510 5,404 21,592
Affiliates 17,396 12,957 29,523 28,70523,117 12,391 52,640 41,096
Other 12,926 12,599 25,998 24,28013,796 12,523 39,794 36,803
Maintenance 7,447 4,949 12,772 10,9975,273 4,336 18,045 15,333
Depreciation and amortization 6,079 6,460 12,588 12,9205,072 6,461 17,660 19,381
Taxes other than income taxes 3,703 3,510 7,188 6,745
------3,984 3,934 11,172 10,679
-------- ------- -------- --------
Total operating expenses 63,766 59,350 114,279 114,242
------72,317 71,251 186,596 185,493
-------- ------- -------- --------
Operating Income 14,594 14,620 21,459 21,41924,654 22,332 46,113 43,751
Other Income (Expense):
Interest income 14 84 27 11733 33 60 150
Other, net 79 (574) (560) (1,185)
------(566) (310) (1,126) (1,495)
-------- ------- -------- --------
Earnings Before Interest and Income Taxes 14,687 14,130 20,926 20,351
------24,121 22,055 45,047 42,406
-------- ------- -------- --------
Interest Charges and Other:
Interest expense, net 2,705 3,264 5,474 6,5402,821 3,049 8,295 9,589
Distributions on preferred securities of subsidiary 685 685 1,370 1,370
------2,055 2,055
-------- ------- -------- --------
Total interest charges and other, net 3,390 3,949 6,844 7,910
------3,506 3,734 10,350 11,644
-------- ------- -------- --------
Earnings Before Income Taxes 11,297 10,181 14,082 12,44120,615 18,321 34,697 30,762
Income taxes 4,262 3,935 5,245 4,741
------7,467 7,012 12,712 11,753
-------- ------- -------- --------
Net Income Before Cumulative Effect of
Accounting Change 7,035 6,246 8,837 7,70013,148 11,309 21,985 19,009
Cumulative effect of accounting change --
less income taxes of $14 thousand - - - 22
------- ------- -------- -------- --------- --------
Net Income $ 7,03513,148 $ 6,24611,309 $ 8,83721,985 $ 7,722
======= =======19,031
======== ======== ========= ========
The accompanying notes as they relate to SAVANNAH are an integral part of these condensed statements.
6979
SAVANNAH ELECTRIC AND POWER COMPANY
CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
For the SixNine Months
Ended JuneSeptember 30,
2002 2001
-------------- ------------------- ----
(in thousands)
Operating Activities:
Net income $ 8,83721,985 $ 7,72219,031
Adjustments to reconcile net income
to net cash provided from operating activities --
Depreciation and amortization 12,968 13,94519,109 20,865
Deferred income taxes and investment tax credits, net (6,056) (5,097)(6,593) (10,667)
Other, net (34) 1,9551,632 5,273
Changes in certain current assets and liabilities --
Receivables, net 2,207 (5,096)(1,090) 1,468
Fossil fuel stock 1,056 (3,610)1,663 (973)
Materials and supplies 3,712 (261)3,572 (633)
Accounts payable 4,120 (8,431)4,121 (13,186)
Other (1,645) 13,559
--------2,700 27,760
--------- --------
Net cash provided from operating activities 25,165 14,686
--------47,099 48,938
--------- --------
Investing Activities:
Gross property additions (20,432) (18,546)(26,354) (25,404)
Other, net 510 229
--------(2,192) (472)
--------- --------
Net cash used for investing activities (19,922) (18,317)
--------(28,546) (25,876)
--------- --------
Financing Activities:
IncreaseDecrease in notes payable, net 4,351 5,540(26,467) (19,160)
Proceeds --
Senior notes - 65,000
Other long-term debt 159 65,00025,840 -
Capital contributions from parent company 1,267 -1,437 277
Retirements --
First mortgage bonds (436) (20,642)
Other long-term debt - (30,441)(30,630)
Payment of common stock dividends (11,350) (10,900)(17,025) (16,300)
Other (25) (355)
--------(72) (394)
--------- --------
Net cash provided from (used for)used for financing activities (6,034) 8,202(16,723) (21,849)
--------- --------
Net Increase (Decrease) in Cash and Cash Equivalents (791) 4,5711,830 1,213
Cash and Cash Equivalents at Beginning of Period 2,391 -
-------- ---------- --------
Cash and Cash Equivalents at End of Period $ 1,6004,221 $ 4,571
========1,213
========= ========
Supplemental Cash Flow Information:
Cash paid during the period for --
Interest (net of amount capitalized) $5,536 $7,354$8,559 $10,503
Income taxes (net of refunds) $15,148$18,881 ($2,915)1,982)
The accompanying notes as they relate to SAVANNAH are an integral part of these condensed statements.
7080
SAVANNAH ELECTRIC AND POWER COMPANY
CONDENSED BALANCE SHEETS (UNAUDITED)
At JuneSeptember 30, At December 31,
Assets 2002 2001
- ------ ------------------- ---------------------------------- ---------------
(in thousands)
Current Assets:
Cash and cash equivalents $ 1,6004,221 $ 2,391
Receivables --
Customer accounts receivable 39,38442,788 29,959
Under recovered retail fuel clause revenue - 11,974
Other accounts and notes receivable 2,6122,863 2,882
Affiliated companies 1,8751,627 1,170
Accumulated provision for uncollectible accounts (593)(703) (500)
Fossil fuel stock, at average cost 8,7958,188 9,851
Materials and supplies, at average cost 9,2579,396 12,969
Prepaid Taxes 19,073taxes 19,449 12,511
Other 3,7364,492 586
-------- ------------------ ----------
Total current assets 85,73992,321 83,793
-------- ------------------ ----------
Property, Plant, and Equipment:
In service 866,142886,141 855,290
Less accumulated provision for depreciation 414,468420,427 402,492
-------- --------
451,674---------- ----------
465,714 452,798
Construction work in progress 18,2084,762 8,540
-------- --------
Property,---------- ----------
Total property, plant, and equipment 469,882470,476 461,338
-------- ------------------ ----------
Other Property and Investments 3,0933,460 2,742
-------- ------------------ -----------
Deferred Charges and Other Assets:
Deferred charges related to income taxes 11,98811,840 12,283
Cash surrender value of life insurance for deferred compensation plans 20,35820,477 20,002
Debt expense, being amortized 3,0873,074 3,197
Premium on reacquired debt, being amortized 6,5676,415 6,890
Other 8,3898,732 4,498
-------- ------------------ ----------
Total deferred charges and other assets 50,38950,538 46,870
-------- ------------------ ----------
Total Assets $609,103 $594,743
======== ========$ 616,795 $ 594,743
========== ==========
The accompanying notes as they relate to SAVANNAH are an integral part of these condensed statements.
7181
SAVANNAH ELECTRIC AND POWER COMPANY
CONDENSED BALANCE SHEETS (UNAUDITED)
At JuneSeptember 30, At December 31,
Liabilities and Stockholder's Equity 2002 2001
- ------------------------------------ ------------------- ----------------------------------- ---------------
(in thousands)
Current Liabilities:
Securities due within one year $ 20,80320,906 $ 1,178
Notes payable 36,5105,692 32,159
Accounts payable --
Affiliated 11,21910,772 5,087
Other 10,0618,859 10,160
Customer deposits 6,6716,095 6,237
Taxes accrued --
Income taxes 2143,012 2,587
Other 2,6614,634 1,668
Interest accrued 4,7945,025 4,014
Vacation pay accrued 2,4192,448 2,361
Other 9,89111,353 9,097
-------- ----------------- ---------
Total current liabilities 105,24378,796 74,548
-------- ----------------- ---------
Long-term debt 140,807166,385 160,709
-------- ----------------- ---------
Deferred Credits and Other Liabilities:
Accumulated deferred income taxes 78,20778,230 77,331
Deferred credits related to income taxes 13,11012,778 13,776
Accumulated deferred investment tax credits 9,6209,455 9,952
Employee benefits provisions 30,63931,922 27,486
Other 15,80515,914 14,023
-------- ----------------- ---------
Total deferred credits and other liabilities 147,381148,299 142,568
-------- ----------------- ---------
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 14,094 12,82614,264 12,827
Retained earnings 107,355 109,869
-------- --------114,828 109,868
--------- ---------
Total common stockholder's equity 175,672183,315 176,918
-------- ----------------- ---------
Total Liabilities and Stockholder's Equity $609,103 $594,743
======== ========$ 616,795 $ 594,743
========= =========
The accompanying notes as they relate to SAVANNAH are an integral part of these condensed statements.
7282
SAVANNAH ELECTRIC AND POWER COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
SECONDTHIRD QUARTER 2002 vs. SECONDTHIRD QUARTER 2001
AND
YEAR-TO-DATE 2002 vs. YEAR-TO-DATE 2001
RESULTS OF OPERATIONS
Earnings
SAVANNAH's net income for the secondthird quarter 2002 and year-to-date 2002 was $7.0$13.1
million and $8.8$22.0 million, respectively, as compared to $6.2$11.3 million and $7.7$19.0
million for the corresponding periods of 2001. Earnings increased by $0.8$1.8
million, or 12.6%16.3%, in the secondthird quarter 2002 and increased by $1.1$3.0 million, or
14.4%15.5%, year-to-date 2002. The increases in earnings for both periods in 2002
were primarily due to higher operating revenues and lower interest chargesdepreciation and
amortization expenses, offset somewhat by higher operatingoperation and maintenance
expenses, and higher purchased power capacity expenses.
Significant income statement items appropriate for discussion include the
following:
Increase (Decrease)
---------------------------------------------------------------
Second------------------------------------------------------------------
Third Quarter Year-To-Date
---------------------------------------------------------------------------------------------------- ----------------------------
(in thousands) % (in thousands) %
Retail sales $ 3,577 5.15,132 5.8 $ 105 0.15,237 2.4
Sales for resale - non-affiliates 81 4.0 (544) (15.2)(2,080) (54.6) (2,624) (35.5)
Sale for resale - affiliates 613 94.2 284 15.1
Fuel expense 1,029 7.8 563 2.5319 50.0 603 24.0
Purchased power - non-affiliates (3,689) (64.1) (4,948) (61.2)(11,240) (83.2) (16,188) (75.0)
Purchased power - affiliates 4,439 34.3 818 2.810,726 86.6 11,544 28.1
Other operation expense 1,273 10.2 2,991 8.1
Maintenance expense 2,498 50.5 1,775 16.1937 21.6 2,712 17.7
Depreciation and amortization (1,389) (21.5) (1,721) (8.9)
Interest expense, net (559) (17.1) (1,066) (16.3)
---------------------------------------------------------------(228) (7.5) (1,294) (13.5)
----------------------- ------------- ------------------- --------
Retail sales. Excluding fuel revenues, which do not affect net income,
retail sales revenue increased by $3.4$6.3 million, or 8.2%12.3%, for the secondthird quarter
2002 and by $4.9$11.2 million, or 6.5%8.9%, for year-to-date 2002 when compared to the
correspondingsame periods in 2001 mainlythe prior year primarily as a result of increased demand due to
increased usage reflecting hotter weather, and to an increasegrowth in the number of customers served. Forserved and the secondimpact of the
base rate increase. Energy sales in the third quarter 2002 increased by 7.8%,
7.5% and 9.3% to residential, commercial and industrial customers, respectively,
when compared to the corresponding periods in 2001. Year-to-date energy sales
increased to residential and commercial customers increased by 7.9%4.1% and 7.7%6.9%,
respectively, while sales to industrial customers decreased by
1.5%. For year-to-date 2002, energy sales to residential and commercial
customers increasedwere down slightly by 1.7% and 6.5%, respectively, while sales to industrial
customers decreased by 5.7%0.6%. Industrial sales continue to be negatively affected
by the sluggish economy.
Sales for resale - non-affiliates. While salesSales for resale to non-affiliates
did not change significantly during the secondthird quarter 2002 there was a
decreaseand year-to-date 2002 decreased when compared to
the corresponding periodsame periods in 2001 as
a result ofprimarily due to lower demand from these customers outside SAVANNAH's service area.for energy by
non-affiliates. These transactions do not have a significant impact on earnings
since the energy is usually sold at variable cost.
83
SAVANNAH ELECTRIC AND POWER COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
Sales for resale - affiliates. Revenues from sales for resale to affiliated
companies 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.
73
SAVANNAH ELECTRIC AND POWER COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
Fuel expense. Fuel expense increasedPurchased power - non-affiliates. Decreases in purchased power from
non-affiliates for the secondthird quarter 2002 and year-to-date 2002 comparedare directly
related to the same periods7 1/2 year PPA between SAVANNAH and SOUTHERN POWER for energy and
capacity from Plant Wansley Units 6 and 7 which began operation in 2001June 2002.
The energy which was previously purchased from non-affiliated companies is now
being purchased from affiliates. Throughout the SOUTHERN system, an additional
2,279 megawatts of generation has been placed into commercial operation during
2002. Non-affiliated transactions are primarily due to
increased coal prices.energy and do not have a
significant impact on earnings, as energy costs are generally recovered through
SAVANNAH's fuel cost recovery clause.
Purchased power - affiliates. PurchasesAs noted above, the increase in purchased
power from affiliates was due to the new PPA with SOUTHERN POWER which became
effective June 2002. The annual capacity costs of this PPA are approximately
$14.0 million. The capacity costs of the PPA will be recovered through base
rates and the energy withincomponent is recovered through the SOUTHERN
systemfuel cost recovery
clause. (Reference is made to Note (M) in the "Notes to the Condensed Financial
Statements" herein.) Purchased power-affiliates also includes energy purchases
which will vary depending on demand and cost of generation resources at each
company. Effective June 2002, SAVANNAH began purchasingThese energy costs are recovered through the fuel cost recovery clause
and capacity from
Southern Power's Plant Wansley Units No. 6 and No. 7 under a 7 1/2 year power
purchase agreement.
Purchased power - non-affiliates.have no significant impact on earnings.
Other operation expense. During the secondthird quarter 2002 and year-to-date
2002, these purchases were lowerother operation expense increased when compared to the samecorresponding
periods in 2001 primarily due to reduced demand for energy from non-affiliates. 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.
Maintenance expense.2001. The increases in this item for the secondthird quarter 2002 and year-to-date 2002 increases are
primarily attributed to higher distribution expenses and higher administrative
and general expenses.
Maintenance expense. The third quarter 2002 and year-to-date 2002 increases
when compared to the corresponding periods in 2001 are primarily attributed toa result of
scheduled maintenance outages at onePlant Kraft and amortization of SAVANNAH's steam
plants and expenses for a
major maintenance project on the combustion turbines at Plant McIntosh.
Interest expense, net.Depreciation and amortization. This expenseitem decreased in each reporting periodthe third quarter
2002 and year-to-date 2002 primarily as a result of a lower amount ofdiscontinuing accelerated
depreciation and beginning to amortize the regulatory liability for accelerated
depreciation back to the customers in June 2002, in accordance with the new
retail rate order. (Reference is made to Note (M) in the "Notes to the Condensed
Financial Statements" herein.)
Interest expense, net. A reduction in outstanding debt outstanding and lower interest
rates.rates are the reasons for the decreases in interest expense, net in the third
quarter 2002 and year-to-date 2002 when compared to the same periods 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 effecteffects of weather and the economy
on energy sales. For information regarding the results of a recent rate filing,
reference is made to Note (M) in the "Notes to the Condensed Financial
Statements" herein for additional information.
84
SAVANNAH ELECTRIC AND POWER COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
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.
SAVANNAH's business activities are subject to extensive governmental
regulation related to public health and the environment. Litigation over
environmental issues and claims of various types, including property damage,
personal injury and citizen enforcement of environmental requirements, has
increased generally throughout the United States; in particular, personal injury
claims for damages caused by alleged exposure to hazardous materials have become
more frequent. Although the ultimate outcome of such litigation currently filed
against SAVANNAH cannot be predicted at this time, management does not
anticipate that the liabilities, if any, arising from such proceedings would
have a material adverse effect on SAVANNAH's financial position, results of
operations or cash flows.
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, including
the EPA litigation, see Item 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS -
"Environmental Matters" and Note 3 to the financial statements of SAVANNAH in
the Form 10-K.
On April 25, 2002, the Stakeholder Advisory Committee met and selected the
candidates that will be considered for the SeTrans ISA. On June 27, 2002,
SOUTHERN and other SeTrans sponsors submitted a Petition for Declaratory Order
seeking the FERC's approval of the SeTrans governance structure and the
selection process for the ISA, as well as guidance on various issues. The FERC
granted the petition askson October 10, 2002, approving the governance structure and
the selection process for a response
from the ISA. The FERC by October 2002.also provided guidance on other
issues identified in the petition. On November 1, 2002, the SeTrans sponsors
announced that they had selected the team of ESB International, Ltd. ("ESBI")
and Accenture LLP as the preferred candidate for ISA. Should negotiations with
this candidate successfully conclude with final agreement among the parties, the
sponsors intend to seek any regulatory or other approvals necessary for
formation of the SeTrans RTO and the approval of ESBI/Accenture to serve in the
capacity of 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.
74
SAVANNAH ELECTRIC ANDplans to retire a 102 megawatt peaking facility in May 2005. In
June 2002, SAVANNAH entered into a fifteen-year PPA with SOUTHERN POWER COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITIONto
purchase 200 megawatts of capacity beginning in June 2005 from the planned
combined-cycle plant at Plant McIntosh to be built and owned by SOUTHERN POWER.
The annual capacity cost is expected to be approximately $14.5 million. The PPA
is undergoing a certification process with the Georgia PSC. A decision is
expected by December 17, 2002.
On July 31, 2002, the FERC issued a notice of proposed rulemaking entitled
"Remedying Undue Discrimination Through Open Access Transmission Service and
Standard Electricity Market Design." The FERC has indicated that the proposal,
if adopted, would (among other things): (i) require transmission assets of
jurisdictional utilities to be operated by an independent entity; (ii) establish
a standard market design; (iii) establish a single type of transmission service
that applies to all customers; (iv) assert jurisdiction over the transmission
component of bundled retail service; (v) establish a generation reserve margin;
(vi) establish bid caps for day-ahead and spot energy markets; and (vii) revise
the FERC policy on the pricing of transmission expansions. CommentsThe FERC has revised
the comment schedule such that comments on the
proposalcertain issues are due 75 days after its issuance.on November
15, 2002 and comments on other issues are due on January 10, 2003. Reply
85
SAVANNAH ELECTRIC AND POWER COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
comments are due on February 17, 2003. Any impact of this proposal on SOUTHERN
and its subsidiaries will depend on the form in which final rules may be
ultimately adopted.
Reference is made to Notes (C) through (E), (M) and (M)(Q) 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.
Reference is also made to Note (E) in the "Notes to the Condensed Financial
Statements" herein for information relating to certain lawsuits regarding the
installation of fiber optic cable over SAVANNAH's existing easements.
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. Reference is made to
"Exposure to Market Risks" below for information relating to derivative
instruments.
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.
75In July 2002, the FASB issued Statement No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities." Statement No. 146 requires that a
liability for costs associated with an exit or disposal activity be recognized
and measured initially at fair value when the liability is incurred. Disposal
activities which are addressed in Statement No. 146 include the termination
benefits provided to current employees that are involuntarily terminated, costs
to terminate a contract that is not a capital lease and costs to consolidate
facilities or relocate employees. Statement No. 146 is effective for exit or
disposal activities that are initiated after December 31, 2002. SAVANNAH does
not expect that adoption of Statement No. 146 will have a material impact on its
financial statements.
Reference is made to Note 1 to the financial statements of SAVANNAH in Item
8 of the Form 10-K regarding SAVANNAH's adoption of FASB Statement No. 133,
"Accounting for Derivative Instruments and Hedging Activities," as amended.
Recent accounting changes have been issued by the Emerging Issues Task Force
("EITF") of the FASB. These changes will require certain energy trading
contracts that are currently marked to market to be accounted for under the
accrual basis. These changes will also require certain trading activities to be
recorded on a net basis for income statement presentation. The new rules will be
effective January 1, 2003. SAVANNAH is in the process of determining the impact
of this recently issued guidance.
86
SAVANNAH ELECTRIC AND POWER COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
However, in many cases, SAVANNAH's current transactions meet the normal
purchases and sale exception under FASB Statement No. 133 and are already
accounted for under the accrual basis.
FINANCIAL CONDITION
Overview
Major changes in SAVANNAH's financial condition during the first sixnine months of
2002 included the addition of approximately $20.4$26.3 million to utility plant. The
funds for these additions and other capital requirements were derived primarily
from operations.operations and the issuance of securities. See SAVANNAH's Condensed
Statements of Cash Flows herein for further details.
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, 2001.2001 reporting period. 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 and, to a lesser extent, similar
contracts for gas purchases. SAVANNAH has also implemented a retail fuel hedging
program at the instruction of its PSC. The fair value of derivative energy
contracts at JuneSeptember 30, 2002 is as follows:
SecondThird Quarter
2002 Year-to-Date
Changes Changes
--------------------------------------------------------------------------------------------------------------- ---------------------------------------
Fair Value
-------------------------------------------------------------------------------------------------------------- ---------------------------------------
(in thousands)
Contracts beginning of period $ 6(47) $(1,053)
Contracts realized or settled (43) (36)297 261
New contracts at inception - -
Changes in valuation techniques - -
Current period changes (10) 1,042
-------------------------------------------------------------------------325 1,367
----------------------------------- -------------------- ------------------
Contracts at JuneSeptember 30, 2002 $(47)$575 $ (47)
========================================================================
76575
=================================== ==================== ==================
87
SAVANNAH ELECTRIC AND POWER COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
Source of June 30, 2002
Valuation Prices
--------------------------------------------------------------------------
Maturity
Total -------------------------------
Fair Value Year 1 1-3 Years
--------------------------------------------------------------------------
(in thousands)
Actively quoted $(47) $(245) $198
External sources - - -
Models and other methods - - -
---------------------------------------------------------------------------
Contracts at June 30, 2002 $(47) $(245) $198
==========================================================================
Source of September 30, 2002
Valuation Prices
---------------------------------------- -----------------------------------------
Maturity
Total ------------------------
Fair Value Year 1 1-3 Years
---------------------------------------- ----------------------------------------
(in thousands)
Actively quoted $575 $575 -
External sources - - -
Models and other methods - - -
---------------------------------------- ------------- --------------------------
Contracts at September 30, 2002 $575 $575 -
======================================== ============= ==========================
Unrealized gains and losses from mark to market adjustments on contracts
related to the retail fuel hedging programs are recorded as regulatory assets
and liabilities. At JuneSeptember 30, 2002, SAVANNAH had approximately $47$578 thousand
in regulatory assetsliabilities related to unrealized lossesgains on mark to market
derivative contracts associated with its fuel hedging programs. Realized gains
and losses from these programs are included in fuel expense and are recovered
through SAVANNAH's fuel cost recovery clause. Gains and losses on contracts that
do not represent hedges are recognized in the Statements of Income as incurred.
For the quarter and year-to-date periods ended JuneSeptember 30, 2002 and 2001,
these amounts were not material.
For additional information, 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.
Financing Activities
In September 2002, SAVANNAH entered into a three-year revolving credit agreement
in the amount of $30 million. SAVANNAH immediately borrowed $25 million against
this line, which will remain outstanding until the termination of the line on
September 6, 2005. This long-term borrowing is priced at 6 months LIBOR + 37.5
basis points. The proceeds of the borrowing were used to pay off short-term
indebtedness.
On November 7, 2002, SAVANNAH issued $55 million of Series D 5.50% Senior
Insured Quarterly Notes due November 15, 2017. The proceeds will be used to
redeem in December 2002 $23.1 million outstanding aggregate principal amount of
its First Mortgage Bonds, 7.40% Series due July 1, 2023 and $30 million
outstanding aggregate principal amount of its Series A 6 5/8% Senior Retail
Intermediate Bonds due March 17, 2015 and for general corporate purposes.
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, maturing debt and environmental
compliance efforts.
88
SAVANNAH ELECTRIC AND POWER COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
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
77
SAVANNAH ELECTRIC AND POWER COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
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 JuneSeptember
30, 2002 approximately $1.6$4.2 million of cash and cash equivalents and $65.5$65 million
of committed credit arrangements with banks, of which $25.5$10 million expire inexpired on
October 28, 2002, $30$40 million expireexpires in 2003 and $10$15 million expireexpires in 2005.
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 and extendible commercial notes at the request
and for the benefit of SAVANNAH and other SOUTHERN subsidiaries. At JuneSeptember
30, 2002, SAVANNAH had outstanding $36.5$5.7 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.
7889
SOUTHERN POWER COMPANY
90
SOUTHERN POWER COMPANY
CONDENSED STATEMENTS OF INCOME (UNAUDITED)
For the Three Months For the Nine Months
Ended September 30, Ended September 30,
2002 2001 2002 2001
------- ------- ----- ------
(in thousands) (in thousands)
Operating Revenues:
Sales for resale --
Non-affiliates $ 43,458 $ 12,999 $ 86,300 $ 12,999
Affiliates 92,445 1,603 126,592 1,603
Other revenues 292 2 379 2
-------- -------- -------- --------
Total Operating Revenues 136,195 14,604 213,271 14,604
Operating Expenses:
Operation --
Fuel 50,740 2,336 71,905 2,336
Purchased power --
Non-affiliates 20,489 813 31,214 813
Affiliates 4,407 2,249 9,198 2,249
Other 6,597 782 14,999 2,474
Maintenance 934 45 1,805 45
Depreciation and amortization 6,294 1,307 11,779 1,307
Taxes other than income taxes 1,437 - 2,940 -
-------- -------- -------- --------
Total operating expenses 90,898 7,532 143,840 9,224
-------- -------- -------- --------
Operating Income 45,297 7,072 69,431 5,380
Other Income:
Interest income 31 29 260 44
Other, net (3,406) 36 (4,855) 36
-------- -------- -------- --------
Earnings Before Interest and Income Taxes 41,922 7,137 64,836 5,460
-------- -------- -------- --------
Interest and Other:
Interest expense, net 3,167 260 4,362 261
-------- -------- -------- --------
Earnings Before Income Taxes 38,755 6,877 60,474 5,199
Income taxes 11,426 911 19,832 256
-------- -------- -------- --------
Net Income $ 27,329 $ 5,966 $ 40,642 $ 4,943
======== ======== ======== ========
The accompanying notes as they relate to SOUTHERN POWER are an integral part of these condensed statements.
91
SOUTHERN POWER COMPANY
CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
For the Nine Months
Ended September 30,
2002 2001
---- ----
(in thousands)
Operating Activities:
Net income $ 40,642 $ 4,943
Adjustments to reconcile net income
to net cash provided from operating activities --
Depreciation and amortization 14,216 1,307
Deferred income taxes and investment tax credits, net 5,818 -
Deferred revenues under purchased power agreements 28,365 3,478
Other, net 5,163 3,921
Changes in certain current assets and liabilities --
Receivables, net (38,015) (8,398)
Fossil fuel stock (3,429) (3,378)
Materials and supplies (435) (5,731)
Accounts payable 18,766 6,468
Taxes accrued 16,689 2,807
Other 4,384 (389)
----------- --------
Net cash provided from operating activities 92,164 5,028
----------- --------
Investing Activities:
Gross property additions (1,062,304) (417,440)
Construction payables, net (55,711) -
Other (340) -
----------- --------
Net cash used for investing activities (1,118,355) (417,440)
----------- --------
Financing Activities:
Increase in notes payable, net 212,900 156,543
Proceeds --
Senior notes 575,000 -
Capital contributions from parent company 275,955 255,376
Retirements --
Other long-term debt (17,001) -
Other (24,326) 544
----------- --------
Net cash provided from financing activities 1,022,528 412,463
----------- --------
Net Increase (Decrease) in Cash and Cash Equivalents (3,663) 51
Cash and Cash Equivalents at Beginning of Period 3,711 -
----------- --------
Cash and Cash Equivalents at End of Period $ 48 $ 51
=========== ========
Supplemental Cash Flow Information:
Cash paid during the period for --
Interest (net of amount capitalized) $- $-
Income taxes (net of refunds) $1,963 $-
The accompanying notes as they relate to SOUTHERN POWER are an integral part of these condensed statements.
92
SOUTHERN POWER COMPANY
CONDENSED BALANCE SHEETS (UNAUDITED)
At September 30, At December 31,
Assets 2002 2001
---------------- ---------------
- ------ (in thousands)
Current Assets:
Cash and cash equivalents $ 48 $ 3,711
Receivables --
Customer accounts receivable 10,134 3,416
Accumulated provision for uncollectible accounts (350) -
Affiliated companies 49,863 1,965
Fossil fuel stock, at average cost 6,854 3,425
Materials and supplies, at average cost 6,166 5,731
Other 13,047 9,391
----------- ---------
Total current assets 85,762 27,639
----------- ---------
Property, Plant, and Equipment:
In service 894,783 265,153
Less accumulated provision for depreciation 15,064 3,291
----------- ---------
879,719 261,862
Construction work in progress 931,680 500,358
----------- ---------
Total property, plant, and equipment 1,811,399 762,220
----------- ---------
Other Property and Investments:
Other 157 9,059
----------- ---------
Total other property and investments 157 9,059
----------- ---------
Deferred Charges and Other Assets:
Accumulated deferred income taxes 39,884 11,915
Other 15,732 12,024
----------- ---------
Total deferred charges and other assets 55,616 23,939
----------- ---------
Total Assets $ 1,952,934 $ 822,857
=========== =========
The accompanying notes as they relate to SOUTHERN POWER are an integral part of these condensed statements.
93
SOUTHERN POWER COMPANY
CONDENSED BALANCE SHEETS (UNAUDITED)
At September 30, At December 31,
Liabilities and Stockholder's Equity 2002 2001
- ------------------------------------ ---------------- ---------------
(in thousands)
Current Liabilities:
Notes payable--
Affiliated $ 212,212 $ 950
Other 1,638 -
Accounts payable --
Affiliated 2,033 26,135
Other 7,686 4,278
Taxes accrued --
Income taxes 14,147 394
Other 2,936 -
Interest accrued 11,582 -
Other 2,898 886
----------- ---------
Total current liabilities 255,132 32,643
----------- ---------
Long-term debt 850,420 293,205
----------- ---------
Deferred Credits and Other Liabilities:
Due to affiliated companies 23,693 23,415
Obligations under risk management activities 57,565 365
Deferred revenues under purchased power agreements 30,096 1,731
Other 3,559 4,505
----------- ---------
Total deferred credits and other liabilities 114,913 30,016
----------- ---------
Common Stockholder's Equity:
Authorized - 1,000,000 shares
Outstanding - 1,000 shares
Paid-in capital 728,051 452,097
Retained earnings 48,849 8,207
Accumulated other comprehensive income (44,431) 6,689
----------- ---------
Total common stockholder's equity 732,469 466,993
----------- ---------
Total Liabilities and Stockholder's Equity $ 1,952,934 $ 822,857
=========== =========
The accompanying notes as they relate to SOUTHERN POWER are an integral part of these condensed statements.
94
SOUTHERN POWER COMPANY
CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
For the Three Months For the Nine Months
Ended September 30, Ended September 30,
----------------------- -------------------
2002 2001 2002 2001
(in thousands) (in thousands)
Net Income $ 27,329 $ 5,966 $ 40,642 $ 4,943
Other comprehensive income:
Changes in fair value of qualifying hedges, net of tax
of $(11,773), $0, $(28,170), $0, respectively (25,226) - (51,418) -
Less: Reclassification adjustment for amounts included in net
income, net of tax of $166, $0, $190, $0, respectively 260 - 298 -
---------- ---------- -------- ----------
COMPREHENSIVE INCOME $ 2,363 $ 5,966 $(10,478) $ 4,943
========== ========== ======== ==========
___________________________________________________________________________________________________________________________________
SOUTHERN POWER COMPANY
CONDENSED STATEMENTS OF ACCUMULATED OTHER COMPREHENSIVE INCOME (UNAUDITED)
At At
September 30, December 31,
2002 2001
------------- ------------
(in thousands)
Balance at beginning of period $ 6,689 $ -
Change in current period (51,120) 6,689
---------- ----------
BALANCE AT END OF PERIOD $ (44,431) $ 6,689
========== ==========
The accompanying notes as they relate to SOUTHERN POWER are an integral part of these condensed statements.
95
SOUTHERN POWER COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
THIRD QUARTER 2002 vs. THIRD QUARTER 2001
AND
YEAR-TO-DATE 2002 vs. YEAR-TO-DATE 2001
RESULTS OF OPERATIONS
Overview
SOUTHERN POWER was formed in January 2001 as a wholly owned subsidiary of
SOUTHERN. SOUTHERN POWER owns, constructs and acquires SOUTHERN's new
competitive contract-based wholesale generation assets. SOUTHERN POWER is the
primary vehicle to develop SOUTHERN's position in the competitive contract-based
wholesale generation market. SOUTHERN POWER began significant operations when
Plant Dahlberg was transferred from GEORGIA in July 2001.
Earnings
In 2001 and through May 2002, Plant Dahlberg was SOUTHERN POWER's only electric
generating facility in commercial operation. Plant Franklin Unit 1 and Plant
Wansley Units 6 and 7 were placed in commercial operation in June 2002 and
SOUTHERN POWER's PPAs with GEORGIA and SAVANNAH for those units went into
effect. Also in June 2002, SOUTHERN POWER's PPAs with 11 electric municipal
cooperatives in Georgia went into effect. Reference is made to "OUR BUSINESS --
Existing and Approved Power Purchase Agreements" and "OUR BUSINESS -- 2002 Power
Purchase Agreements and Requirements Agreements" in the Southern Power
Prospectus.
SOUTHERN POWER's net income for third quarter 2002 and year-to-date 2002
was $27.3 million and $40.6 million, respectively, compared to $6.0 million and
$4.9 million, respectively, for the corresponding periods of 2001. The increase
in earnings for both reporting periods is primarily attributed to the sale of
wholesale capacity and energy to affiliated and non-affiliated companies. A
significant portion of this income is a result of the commercial operation of
Plant Wansley Units 6 and 7 and Plant Franklin Unit 1 on June 1, 2002 and the
initiation of PPAs for those units with GEORGIA and SAVANNAH. In addition, 2002
reflects a full nine months of Plant Dahlberg's operations and related PPAs with
non-affiliates.
Operating Revenues. In the third quarter 2002 and year-to-date 2002,
operating revenues increased by $121.6 million and $198.7 million, respectively,
when compared to the corresponding periods in 2001 primarily due to the
commercial operation in June 2002 of Plant Wansley Units 6 and 7 and Plant
Franklin Unit 1. Revenues for both of these reporting periods were mainly
derived from PPAs with affiliated companies and, to a lesser extent,
non-affiliated companies. Revenues from sales to affiliated companies through
the SOUTHERN system power pool ("Southern Pool") that are not covered by PPAs
and energy sales under PPAs will vary depending on demand and the availability
and cost of generating resources at each company within the Southern Pool. These
transactions do not have a significant impact on earnings, since the energy is
generally sold at variable cost.
Fuel expense. The third quarter 2002 and year-to-date 2002 increases in
fuel expense are primarily attributed to commercial operation in June 2002 of
Plant Wansley Units 6 and 7 and Plant Franklin Unit 1, when compared to the
corresponding periods in 2001.
96
SOUTHERN POWER COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
Purchased power from non-affiliates. During the third quarter 2002 and
year-to-date 2002, these purchases from non-affiliates increased in order to
meet the demand for much larger contractual sales commitments and the
fulfillment of those contracts using purchased energy in some cases.
Purchased power from affiliates. These expenses in the third quarter 2002
and year-to-date 2002 increased as a result of much larger contractual sales
commitments and the fulfillment of those contracts using purchased energy in
some cases. Expenses from purchased power transactions will vary depending on
demand and the availability and cost of generating resources accessible
throughout the SOUTHERN system.
Other operation expense. For the third quarter 2002 and year-to-date 2002,
other operation expense increased when compared to the same periods in 2001. The
increases are related to production expenses and administrative and general
expenses resulting from the commercial operation in June 2002 of Plant Wansley
Units 6 and 7 and Plant Franklin Unit 1. In addition, administrative and general
expenses include the write-off in May 2002 of $2.9 million for previously
deferred site investigation and site development costs associated with potential
new plant sites that, after management review, are no longer considered probable
for future development.
Maintenance expense. The increases for the third quarter 2002 and
year-to-date 2002 are directly related to commercial operation of Plant Dahlberg
in May 2001 and Plant Wansley Units 6 and 7 and Plant Franklin Unit 1 in June
2002.
Depreciation and amortization. The third quarter 2002 and year-to-date 2002
increases are primarily due to the increase of utility plant placed in service
in June 2002.
Taxes other than income taxes. In 2002, this item is related to property
taxes for Plant Wansley Units 6 and 7 and Plant Franklin Unit 1.
Other, net. The decreases for the third quarter 2002 and year-to-date 2002
are mainly attributed to unrealized losses on derivative energy contracts. See
"Exposure to Market Risks" below for further information related to these
contracts.
Interest expense, net. Increases for the third quarter 2002 and
year-to-date 2002 are primarily due to the increased amount of outstanding debt
when compared to the corresponding periods in 2001. Debt increased due to the
issuance of $575 million in senior notes in June 2002 and increased borrowings
from SOUTHERN to support the ongoing construction program.
Effects of Inflation
SOUTHERN POWER is subject to long-term contracts and income tax laws that are
based on the recovery of historical costs. While the inflation rate has been
relatively low in recent years, it still has an adverse effect on SOUTHERN POWER
because of its large investments in generating facilities with long economic
lives. Conventional accounting for historical cost does not recognize this
economic loss nor the partially offsetting gain that arises through financing
facilities with fixed-money obligations such as long-term debt.
97
SOUTHERN POWER COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
Future Earnings Potential
The results of operations for the third quarter 2002 and year-to-date 2002 are
not necessarily indicative of future earnings. The level of future earnings
depends on numerous factors including regulatory matters, energy sales,
creditworthiness of customers, completion of construction on new generating
facilities and the total generating capacity available in the Super Southeast.
SOUTHERN POWER's PPAs with non-affiliated counterparties have provisions
that require the posting of collateral or an acceptable substitute guarantee in
the event that S&P or Moody's downgrades the credit ratings of such counterparty
to below-investment grade, or, if the counterparty is not rated, fails to
maintain a minimum coverage ratio. The PPAs are expected to provide SOUTHERN
POWER with a stable source of revenue during their respective terms. For
additional information on PPAs, reference is made to MANAGEMENT'S DISCUSSION AND
ANALYSIS AND RESULTS OF OPERATIONS under "Future Earnings Potential" in the
Southern Power Prospectus.
In 2002, SOUTHERN POWER executed additional long-term power sales
agreements whereby SOUTHERN POWER will sell capacity and energy from planned
generating facilities. These contracts begin in 2005 and are subject to
regulatory approval. Under these contracts, SOUTHERN POWER has the right, at its
sole discretion, to supply capacity and energy under these arrangements from any
resource available to them as part of the SOUTHERN system. Reference is made to
Note (C) to SOUTHERN POWER's Condensed Consolidated Financial Statements for the
six-month periods ended June 30, 2002 and 2001 in the Southern Power Prospectus.
SOUTHERN POWER has capacity sale contracts with subsidiaries of Dynegy Inc.
("Dynegy"). Dynegy is currently experiencing liquidity problems and has had its
credit rating reduced below investment grade. Minimum capacity revenues under
one of these contracts average approximately $13 million annually through May
2005. Dynegy has provided a letter of credit expiring in February 2003 totaling
$20 million (approximately 18 months of capacity payments) to SOUTHERN POWER. In
addition, two one-year letters of credit totaling $50 million (approximately 14
months of capacity payments) were provided in April 2002 as security for
obligations of affiliates of Dynegy under the Plant Franklin Unit 3 PPA
beginning in 2005. These letters of credit can be drawn in the event of (a) a
default under the PPA or (b) failure to renew the letters of credit prior to
expiration. In the event of such a default, and if SOUTHERN POWER was unable to
resell that capacity in the market, future earnings could be affected. The
outcome cannot now be determined.
98
SOUTHERN POWER COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
Federal and state environmental regulatory agencies are actively
considering and developing additional control strategies for emission of air
pollution from all major sources of air pollution, particularly electric
generating facilities. This includes the overall reduction of emission of
nitrogen oxides ("NOx") in the eastern United States, the reduction of NOx and
particulate matter emissions to reduce regional haze and visibility impairment
in sensitive areas, the development of appropriate control standards and
technologies for emissions of mercury and the reduction of so-called "greenhouse
gases" (such as carbon dioxide) to address concerns over global climate change.
For additional information, reference is made to MANAGEMENT'S DISCUSSION AND
ANALYSIS AND RESULTS OF OPERATIONS under "Future Earnings Potential -
Environmental Matters" in the Southern Power Prospectus.
SOUTHERN POWER's business activities are subject to extensive governmental
regulation related to public health and the environment. Litigation over
environmental issues and claims of various types, including property damage,
personal injury and citizen enforcement of environmental requirements, has
increased generally throughout the United States; in particular, personal injury
claims for damages caused by alleged exposure to hazardous materials have become
more frequent.
On April 25, 2002, the Stakeholder Advisory Committee met and selected the
candidates that will be considered for the SeTrans ISA. On June 27, 2002,
SOUTHERN and other SeTrans sponsors submitted a Petition for Declaratory Order
seeking the FERC's approval of the SeTrans governance structure and the
selection process for the ISA, as well as guidance on various issues. The FERC
granted the petition on October 10, 2002, approving the governance structure and
the selection process for the ISA. The FERC also provided guidance on the other
issues identified in the petition. On November 1, 2002, the SeTrans sponsors
announced that they had selected the team of ESB International, Ltd. ("ESBI")
and Accenture LLP as the preferred candidate for ISA. Should negotiations with
this candidate successfully conclude with final agreement among the parties, the
sponsors intend to seek any regulatory or other approvals necessary for
formation of the SeTrans RTO and the approval of ESBI/Accenture to serve in the
capacity of SeTrans ISA. Reference is made to MANAGEMENT'S DISCUSSION AND
ANALYSIS AND RESULTS OF OPERATIONS under "FERC Matters" in the Southern Power
Prospectus for additional information.
On July 31, 2002, the FERC issued a notice of proposed rulemaking entitled
"Remedying Undue Discrimination Through Open Access Transmission Service and
Standard Electricity Market Design." The FERC has indicated that the proposal,
if adopted, would (among other things): (i) require transmission assets of
jurisdictional utilities to be operated by an independent entity; (ii) establish
a standard market design; (iii) establish a single type of transmission service
that applies to all customers; (iv) assert jurisdiction over the transmission
component of bundled retail service; (v) establish a generation reserve margin;
(vi) establish bid caps for day-ahead and spot energy markets; and (vii) revise
the FERC policy on the pricing of transmission expansions. The FERC has revised
the comment schedule such that comments on certain issues are due on November
15, 2002 and comments on other issues are due on January 10, 2003. Reply
comments are due on February 17, 2003. Any impact of this proposal on SOUTHERN
and its subsidiaries will depend on the form in which final rules may be
ultimately adopted.
Reference is made to Note 10 - "Contingencies" to the consolidated
financial statements for December 31, 2001 contained in the Southern Power
Prospectus for discussion of various contingencies and other matters which may
affect future earnings potential. Reference is also made to Notes (E), (N), (P)
and (Q) in the "Notes to the Condensed Financial Statements" herein for
discussion of various contingencies and other matters which may affect future
earnings potential. Further reference is made to Part II - Item 1 - "Legal
Proceedings" herein.
99
SOUTHERN POWER COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
Accounting Policies
Critical Policies
SOUTHERN POWER's significant accounting policies are described in Note 1 -
"Basis of Presentation and Summary of Significant Accounting Policies" to the
consolidated financial statements for December 31, 2001 contained in the
Southern Power Prospectus. SOUTHERN POWER has three critical accounting policies
that require a significant amount of judgment and are considered to be the most
important to the presentation of SOUTHERN POWER's financial position and results
of operations. The first critical policy is the levelized recognition of
capacity revenues from long-term contracts. Secondly, SOUTHERN POWER designates
qualifying derivative instruments as cash flow or fair value hedges under FASB
Statement No. 133, "Accounting for Derivative Instruments and Hedging
Activities" and marks such derivative instruments to market based primarily on
quoted market prices. The unrealized changes in fair value of qualifying cash
flow hedges are deferred in Other Comprehensive Income. Any ineffectiveness in
those hedges and changes in non-qualifying positions are reported as a component
of current period income. Third, SOUTHERN POWER uses flow-through accounting for
state manufacturer's tax credits. This means that SOUTHERN POWER recognizes the
credit as a reduction of tax expense when it is more likely than not to be
allowed by the Georgia Department of Revenue.
New Accounting Standards
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. SOUTHERN POWER is currently assessing the impact of adopting
Statement No. 143 on its financial statements.
In July 2002, the FASB issued Statement No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities." Statement No. 146 requires that a
liability for costs associated with an exit or disposal activity be recognized
and measured initially at fair value when the liability is incurred. Disposal
activities which are addressed in Statement No. 146 include the termination
benefits provided to current employees that are involuntarily terminated, costs
to terminate a contract that is not a capital lease and costs to consolidate
facilities or relocate employees. Statement No. 146 is effective for exit or
disposal activities that are initiated after December 31, 2002. SOUTHERN POWER
does not expect that adoption of Statement No. 146 will have a material impact
on its financial statements.
Reference is made to Note 1 - "Basis of Presentation and Summary of
Significant Accounting Policies" to the consolidated financial statements for
December 31, 2001 contained in the Southern Power Prospectus regarding SOUTHERN
POWER's application of FASB Statement No. 133, "Accounting for Derivative
Instruments and Hedging Activities," as amended. Recent accounting changes have
been issued by the Emerging Issues Task Force ("EITF") of the FASB. These
changes will require certain energy trading contracts that are currently marked
to market to be accounted for under the accrual basis. These changes will also
require certain trading activities to be recorded on a net basis for income
statement presentation. The new rules will be effective January 1, 2003.
SOUTHERN POWER is in the process of determining the impact of this recently
100
SOUTHERN POWER COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
issued guidance. However, in many cases, SOUTHERN POWER's current transactions
meet the normal purchases and sale exception under FASB Statement No. 133 and
are already accounted for under the accrual basis.
FINANCIAL CONDITION
Overview
The major changes in SOUTHERN POWER's financial condition during the first nine
months of 2002 were the addition of approximately $1.1 billion to utility plant
related to on-going construction of SOUTHERN POWER's combined-cycle units and
the transfer of two units at Plant Wansley from GEORGIA. The funds for these
additions were provided by SOUTHERN POWER's credit facility, the issuance of
Senior Notes in June 2002 and capital contributions and subordinated loans from
SOUTHERN. See SOUTHERN POWER's Condensed Statements of Cash Flows herein for
further details.
Off-Balance Sheet Financing Arrangements
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 for their original cost of $61 million. SOUTHERN POWER will indemnify
WestLB against any future claims arising from the arrangement and SOUTHERN has
guaranteed SOUTHERN POWER's indemnification obligation.
In conjunction with the termination of the agreement, WestLB assigned a
contract with Alstom Power Inc. ("Alstom") related to the purchase and sale of a
steam generator and auxiliary equipment for Plant Franklin Unit 3 to SOUTHERN
POWER. SOUTHERN entered into a limited keep-well arrangement with Alstom whereby
SOUTHERN will contribute funds to SOUTHERN POWER via loans or capital
contributions to fund SOUTHERN POWER's performance or equipment purchases under
certain arrangements. As of September 30, 2002, SOUTHERN POWER's remaining
purchase obligations to Alstom totaled approximately $2.0 million.
Credit Rating Risk
SOUTHERN POWER 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, fixed-price
physical gas purchases and agreements covering interest rate swaps and currency
swaps that could require collateral -- but not accelerated payment -- in the
event of a credit rating change to below investment grade. Generally, collateral
may be provided for by a SOUTHERN guaranty, letter of credit or cash. At
September 30, 2002, the maximum potential collateral requirements under the
electricity sale contracts and financial instrument agreements were
approximately $192 million. At September 30, 2002, there were no material
collateral requirements for the gas purchase contracts.
101
SOUTHERN POWER COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
Exposure to Market Risks
SOUTHERN POWER is exposed to market risks, including changes in interest rates,
currency exchange rates and certain commodity prices. To manage the volatility
attributable to these exposures, SOUTHERN POWER nets the exposure to take
advantage of natural offsets and enters into various derivative transactions
for the remaining exposure pursuant to policies in areas such as counterparty
exposure and hedging practices. SOUTHERN POWER's policy is that derivatives
are to be used primarily for hedging purposes. Derivative positions are
monitored using techniques that include market valuation and sensitivity
analysis.
If SOUTHERN POWER sustained a 100 basis-point change in interest rates for
all variable rate long-term debt, the change would affect annualized gross
interest cost by approximately $3.3 million at September 30, 2002. Most or all
of that change would be capitalized, given the size of SOUTHERN POWER's
construction program. To further mitigate SOUTHERN POWER's exposure to interest
rates, it has entered into interest rate swaps that were designated as cash flow
hedges of 2002 and 2003 planned debt issuances. Changes in the fair values of
these swaps are deferred in Other Comprehensive Income. Based on SOUTHERN
POWER's overall interest rate exposure at September 30, 2002, including
derivative and other interest-rate sensitive instruments, a near-term 100
basis-point change in interest rates would not materially affect SOUTHERN
POWER's financial statements. In addition, SOUTHERN POWER is not aware of any
facts or circumstances that would significantly affect such exposures in the
near term.
Because energy from SOUTHERN POWER's facilities is primarily sold under
long-term contracts with tolling agreements and provisions shifting
substantially all of the responsibility for fuel cost to the PPA counterparties,
SOUTHERN POWER's exposure to market volatility in commodity fuel prices and
prices of electricity is limited. To mitigate residual risks in those areas,
SOUTHERN POWER enters into fixed-price contracts for the purchase or sale of
fuel and electricity. In connection with the transfers of Plant Franklin in 2001
and Plant Wansley in 2002 to SOUTHERN POWER, GEORGIA transferred approximately
$5.6 million and $1.6 million, respectively, in derivative assets relating to
electric and gas forward contracts in effect at the date of the transfers. These
contracts were recorded at fair value on the date of the transfer, which was
equal to GEORGIA's carrying amount. Following the transfer, these contracts are
marked to market through income until realized and settled.
SOUTHERN POWER has firm purchase commitments that require payment in Euros.
As a hedge against fluctuations in the exchange rate for Euros, SOUTHERN POWER
entered into forward contracts to purchase Euros and has designated these
contracts as fair value hedges of an unrecognized firm commitment. Since the
terms of these Euro contracts mirror the purchase commitment terms, there is no
ineffectiveness recognized in income. At September 30, 2002, SOUTHERN POWER had
outstanding contracts covering a notional amount of $11.9 million in commitments
through May 2003.
Unrealized gains and losses on electric and gas contracts used to hedge
anticipated purchases and sales are deferred in Other Comprehensive Income.
Gains and losses on contracts that do not represent hedges are recognized in the
Statements of Income as incurred. The fair values of derivative energy contracts
at September 30, 2002 are as follows:
102
SOUTHERN POWER COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
Third Quarter
2002 Year-to-Date
Changes Changes
---------------------------------------- -------------------------------------------
Fair Value
---------------------------------------- -------------------------------------------
(in thousands)
Contracts beginning of period $ 4,290 $5,496
Contracts realized or settled (2,096) (4,916)
New contracts at inception - 1,576
Changes in valuation techniques - -
Current period changes 286 324
---------------------------------------- ------------------------ ------------------
Contracts at September 30, 2002 $2,480 $ 2,480
======================================== ======================== ==================
Source of September 30, 2002
Valuation Prices
--------------------------------------- --------------------------------------------
Maturity
Total ----------------------------
Fair Value Year 1 1-3 Years
--------------------------------------- --------------------------------------------
(in thousands)
Actively quoted $2,480 $2,480 $-
External sources - - -
Models and other methods - - -
--------------------------------------- -------------- -----------------------------
Contracts at September 30, 2002 $2,480 $2,480 $-
======================================= ============== =============================
Realized gains and losses on hedged transactions are recognized in revenues
and/or fuel expense in the Statements of Income as incurred. For the three month
and nine month periods ended September 30, 2002, approximately $2.3 million and
$4.9 million, respectively, of losses were recognized in Other Income in the
Statements of Income. For the three month and nine month periods ended September
30, 2001, these amounts were not material.
Financing Activities
During the first nine months of 2002, SOUTHERN made to SOUTHERN POWER equity
contributions of approximately $275.9 million, plus subordinated loans of
approximately $212.9 million. Equity contributions and subordinated loans from
SOUTHERN are projected to total approximately $980 million to SOUTHERN POWER by
the end of 2002. No dividends are projected to be paid in 2002.
103
SOUTHERN POWER COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
In June 2002, SOUTHERN POWER issued $575 million of 6.25% Senior Notes,
Series A due July 15, 2012. The net proceeds were used to reduce outstanding
indebtedness under a revolving credit agreement and to reduce loans from
SOUTHERN. SOUTHERN POWER also settled several interest rate swap agreements
entered into in anticipation of this issuance at a $16.9 million loss. This
amount has been deferred in Other Comprehensive Income and will be amortized to
Interest Expense over the life of the Senior Notes. Reference is made to Note
(N) in the "Notes to the Condensed Financial Statements" herein for additional
information relating to interest rate swaps and other derivative instruments.
Capital Requirements
Reference is made to MANAGEMENT'S DISCUSSION AND ANALYSIS AND RESULTS OF
OPERATIONS under "Capital Requirements for Construction" and "Other Capital
Requirements" in the Southern Power Prospectus for a description of SOUTHERN
POWER's capital requirements for its construction program, maturing debt,
purchase commitments and long-term service agreements.
Sources of Capital
To meet short-term cash needs and contingencies, SOUTHERN POWER had at September
30, 2002 approximately $48 thousand of cash and cash equivalents. To meet
liquidity and capital resource requirements, SOUTHERN POWER had at September 30,
2002 approximately $574 million of unused committed credit arrangements with
banks expiring in 2004. Amounts drawn under the arrangements are used to finance
acquisition and construction costs related to gas-fired electric generating
facilities and for general corporate purposes, subject to borrowing limitations
for each generating facility. The arrangements permit SOUTHERN POWER to fund
construction of future generating facilities upon meeting certain requirements.
At September 30, 2002, SOUTHERN POWER had $276 million in outstanding bank
borrowings.
104
NOTES TO THE CONDENSED FINANCIAL STATEMENTS
FOR
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
ALABAMA POWER COMPANY
GEORGIA POWER COMPANY
GULF POWER COMPANY
MISSISSIPPI POWER COMPANY
SAVANNAH ELECTRIC AND POWER COMPANY
SOUTHERN POWER COMPANY
INDEX TO APPLICABLE NOTES TO
FINANCIAL STATEMENTS BY REGISTRANT
Registrant Applicable Notes
SOUTHERN A, B, C, D, E, F, G, H, I, N, OAll Notes
ALABAMA A, C, D, E, G, N, Q
GEORGIA A, C, D, E, H, I, Q
GULF A, C, D, E, J, Q
MISSISSIPPI A, C, D, E, K, L, Q
SAVANNAH A, C, D, E, M, 79Q
SOUTHERN POWER A, E, N, P, Q
105
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
ALABAMA POWER COMPANY
GEORGIA POWER COMPANY
GULF POWER COMPANY
MISSISSIPPI POWER COMPANY
SAVANNAH ELECTRIC AND POWER COMPANY
SOUTHERN POWER COMPANY
NOTES TO THE CONDENSED FINANCIAL STATEMENTS:
(A) The condensed financial statements of the registrants included herein
have been prepared by each registrant, without audit,
pursuant to the rules and regulations of the SEC. In the opinion of
each registrant's management, the information regarding
such registrant furnished herein reflects all adjustments necessary to
present fairly the results of operations for the periods ended
JuneSeptember 30, 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. Disclosure which would
substantially duplicate the disclosure in the Form 10-K and, in the
case of SOUTHERN POWER, in the Southern Power Prospectus and details
which have not changed significallysignificantly in amount or composition since
the filing of the Form 10-K and the Southern Power Prospectus are
omitted from this Form 10-Q. Therefore, it is suggested that these
condensed financial statements of each
registrantSOUTHERN and the operating
companies be read in conjunction with the financial statements of
such registrant and the notes thereto included in the Form 10-K.10-K and,
for SOUTHERN POWER, the Southern Power Prospectus. 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. The distribution was treated as a non-cash transaction
for purposes of the cash flow.Statement of Cash Flows.
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.
In August 2002, Mirant recently announced that it iswas reviewing several
accounting issues pertainingrelating to its 2001 financial statements. These issues
include potential overstatementsOn
November 7, 2002, Mirant filed its Form 10-Q for the quarter ended June
30, 2002 and announced that it had identified accounting errors in
previously issued financial statements, primarily related to its risk
management and marketing operations. As a result of $85 millionthese accounting
errors, Mirant reported that its net income for January 1, 1999 through
December 31, 2001 was overstated by $51 million. Mirant identified a
number of gas inventory, $100
millionitems that contributed to this overstatement
106
NOTES TO THE CONDENSED FINANCIAL STATEMENTS: (Continued)
and stated that the specific periods to which certain of accounts payable and $68 million of accounts receivable.these items
apply have not been determined. Mirant also hasidentified certain balance
sheet adjustments for 2000 and 2001. Because SOUTHERN reported Mirant
as discontinued operations, those balance sheet adjustments do not
affect SOUTHERN's financial statements. Mirant further announced that
the SEC has initiated a related informal
inquiry. If any issues require adjustmentsit had requested its independent auditors to reaudit Mirant's 2000 and
2001 financial statements to address the accounting errors identified
during its review and to comply with certain new accounting standards.
Mirant stated that it did not believe that its reaudit could be
completed until it files its Form 10-K for the year ended December 31,
2002 (due by March 31, 2003). If Mirant's reaudit of its 2000 and 2001
financial statements results in adjustments that relate to periods
prior to April 2, 2001,SOUTHERN's spin off of Mirant, SOUTHERN's earnings from
discontinued operations and net assets of discontinued operations for
such periods wouldcould be affected. Because any such adjustments would only
relate to operations discontinued by SOUTHERN, they would have no
effect on SOUTHERN's 2002 earnings or its future earnings potential,
financial position, liquidity or cash flows. Based on the nature and
amount of Mirant's internal
investigationidentified accounting errors, SOUTHERN's management
does not currently anticipate that a reaudit of SOUTHERN's 2000 and
the SEC's inquiry into these issues have not yet been
completed and the ultimate outcome cannot now2001 financial statements will be determined.
80
NOTES TO THE CONDENSED FINANCIAL STATEMENTS: (Continued)necessary.
(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 SOUTHERN and
each registrantof the operating companies 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 July 30,November 4, 2002, the U. S.U.S.
District Court in Alabama extended the stay of the EPA litigation
proceeding in Alabama through late October 2002.until the earlier of February 4, 2003 or a ruling
by the U.S. Court of Appeals for the Eleventh Circuit in the related
litigation involving TVA.
(E) Reference is made to Note 3 to the financial statements of each
registrantSOUTHERN and
the operating companies in Item 8 and to Legal Proceedings"Legal Proceedings" in Item 3
of the Form 10-K for information relating to various lawsuits. For
information on SOUTHERN POWER contingencies, reference is made to Note
(M) to the condensed consolidated financial statements for June 30,
2002 and 2001 and Note 10 -"Contingencies" to the consolidated
financial statements for December 31, 2001, all contained in the
Southern Power Prospectus.
SOUTHERN has received a subpoena to provide information to a federal
grand jury in the Northern District of California (San Francisco). The
subpoena covers a number of broad areas, including specific information
regarding electricity production and sales activities in California.
SOUTHERN's former subsidiary, Mirant, participated in energy marketing
and trading in California during the period relevant to the subpoena.
Mirant was spun off from SOUTHERN in April 2001. SOUTHERN will
cooperate fully in the investigation. Reference is made to Note (B)
herein and 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.
In recent months, affiliates of SOUTHERN, including GEORGIA, GULF,
MISSISSIPPI, SAVANNAH and Southern Telecom, Inc. (collectively,
"Defendants"), have been named as defendants in numerous lawsuits
brought by landowners regarding the installation and use of fiber optic
cable over Defendants'
107
NOTES TO THE CONDENSED FINANCIAL STATEMENTS: (Continued)
rights of way located on the landowners' property. The plaintiffs'
lawsuits claim that Defendants may not use or sublease to third parties
some or all of the fiber optic communications lines on the rights of
way that cross the plaintiffs' properties, and that such actions by
Defendants exceed the easements or other property rights held by
Defendants. The plaintiffs assert claims for, among other things,
trespass and unjust enrichment, and the plaintiffs seek compensatory
and punitive damages and injunctive relief. Defendants believe that the
plaintiffs' claims are without merit and are vigorously defending these
cases. An adverse outcome in these matters could result in substantial
judgments; however, at this time, the ultimate outcome of these cases
cannot be determined.
(F) SOUTHERN has made separate guarantees to certain counterparties
regarding performance of contractual commitments by Mirant's
trading and marketing subsidiaries. At JuneSeptember 30, 2002, the total
notional amount of guarantees was $52.0 million, all of which will
expire by 2007. The estimated fair value of net contractual
commitments outstanding was approximately $22.8$15.5 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 6 to the financial statements of SOUTHERN in
Item 8 of the Form 10-K and 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 percent
in accordance with the Rate Stabilization and Equalization Plan.
The Alabama PSC also accepted
81
NOTES TO THE CONDENSED FINANCIAL STATEMENTS: (Continued) 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.
108
NOTES TO THE CONDENSED FINANCIAL STATEMENTS: (Continued)
(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.
(J) On September 10, 2001, GULF filed a request with the Florida PSC for a
base rate increase of $69.9 million. This increase iswas necessary to
cover costs related to GULF's new combined cyclecombined-cycle facility, Plant Smith
Unit 3, increases in operation and maintenance expenses and other
capital additions. In its brief filed with the Florida PSC, GULF subsequently reduced its request to $64.9
million, primarily to reflect lower financing costs related to Smith
Unit 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 percent, annual increase,
which reflects an authorized return on equity of 12.0012.0 percent. The
new rates resulting from the revenue increase were approved by the
Florida PSC on May 8, 2002 and became 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, 2002.
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.
In May 2002, the Mississippi PSC issued an order adopting new return
on equity models to be used in the PEP process. The new models are
very similar to those that established the $39 million rate increase
authorized in December 2001 and will be incorporated into the PEP
evaluation filing for the period ending December 31, 2002.
82
NOTES TO THE CONDENSED FINANCIAL STATEMENTS: (Continued)
(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 an 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. The FERC's acceptance of
MISSISSIPPI's order from the FERCfiling constitutes final agency action on this matter.
(M) SAVANNAH filed a base rate case on November 30, 2001. The primary
reason for this base rate case was to recover significant
new revenue requirements related to a 200 MW Plant Wansley Power Purchase AgreementPPA which
began in June 2002, as well as other operation and maintenance changes.
The requested increase was $24.4 million or 7.6 percent of
total revenues. SAVANNAH also filed for a simultaneous fuel cost recovery decrease to offset most,
if not all, of the base rate increase. On May 30, 2002, the Georgia
PSC approved a $7.8 million base rate increase and an authorized
return on equity of 12.0 percent rather than the $24.4 million and
13.5 percent return on equity which were requested. At the same time,
the Georgia PSC also approved a $44.3 million fuel cost allowance
reduction. SAVANNAH had requested a $41.3 million fuel cost
reduction. All customers saw a net rate decrease effective June 2002.
On June 10, 2002, SAVANNAH filed for reconsideration
of the Georgia PSC base rate case order, seeking additional revenues.
On August 6, 2002, the Georgia PSC voted to deny
109
NOTES TO THE CONDENSED FINANCIAL STATEMENTS: (Continued)
SAVANNAH's request for reconsideration in this matter. SAVANNAH has
decided not to file an appeal of the reconsideration decision and
during the fourth quarter 2002 will review the potential need for
another rate case in 2003. SAVANNAH is currently evaluating its options asalso pursuing a result of this decision.regulatory
solution to recover the remaining Plant Wansley PPA costs.
(N) In addition to the fixed price electric and gas contracts used to
mitigate exposure to volatile energy prices (see "Exposure to Market
Risks" in MANAGEMENT'S DISCUSSION AND ANALYSIS)ANALYSIS herein), SOUTHERN and
certain of its subsidiaries enter into interest rate swaps to hedge
exposure to interest rate changes. Swaps related to fixed rate
securities are accounted for as fair value hedges; swaps related to
variable rate securities or forecasted transactions are accounted for
as cash flow hedges. The swaps are generally structured to mirror the
terms of the hedged debt instruments; therefore, no ineffectiveness has
been recorded in earnings. As of JuneSeptember 30, 2002, the following
swaps were outstanding:
Fair Value Hedges
------------------------------------------------------------------------------------------------------------------------------------ --------------- ---------------- -------------- --------------------- ----------------------------
Notional Fixed Rate Variable Maturity Fair Value
Amount Received Rate Paid Date JuneSeptember 30, 2002
------------------------------------------------------------------------------------------------------------------------------------ --------------- ---------------- -------------- --------------------- ----------------------------
SOUTHERN $400 million 5.3% 6-month LIBOR February 2007 $13,387,000$34.9 million
less 0.103%
83
NOTES TO THE CONDENSED FINANCIAL STATEMENTS: (Continued)
Cash Flow Hedges
----------------------------------------------------------------------------------------------------------------------------------------- --------------- ---------------- -------------- ----------------------- --------------------------
Weighted
Average Fair Value
Notional Variable Rate Fixed Rate Maturity June 30, 2002 (IncludedFair Value
Amount Received Paid Date in OCI)
----------------------------------------------------------------------------------------------------------------------September 30, 2002
------------------- --------------- ---------------- -------------- ----------------------- --------------------------
SOUTHERN $400 million; 1-month LIBOR June 2003; $(2,016,000)$ (6.4 million)
$200 million LIBOR 3.1975% June 2004
ALABAMA $350 million 3-month LIBOR 3.015% December 2003 $ (826,000)(5.1 million)
plus 0.12%
Southern PowerSOUTHERN POWER $350 million 1-month LIBOR 6.2348% June 2013 $(9,755,000)
Southern Power$(46.3 million)
SOUTHERN POWER $100 million 1-month LIBOR 6.1863% June 2008 $(3,557,000)$(11.1 million)
For the quarter and year-to-date periods ended JuneSeptember 30, 2002,
approximately $0.1$0.5 million was reclassified by SOUTHERN POWER from
other comprehensive
incomeOther Comprehensive Income to interest expense.Interest Expense. For the 12-month period
ended JuneSeptember 30, 2003, approximately $1.7 million is expected to be
reclassified.
(O) SOUTHERN's reportable business segment is sale of electricity in the
Southeast by the operating companies and Southern Power.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.
110
NOTES TO THE CONDENSED FINANCIAL STATEMENTS: (Continued)
Financial data for business segments for the periods covered in the
Form 10-Q are as follows:
Electric All Reconciling
Utilities Other Eliminations Consolidated
------------------------------------------------------------------------------------------------------------------------------------------------------------------ --------------------------------------------------------------
(in millions)
Three Months Ended JuneSeptember 30, 2002:
Operating revenues $ 2,5643,177 $ 7377 $ (7)(6) $ 2,6303,248
Segment net income (loss) 341 (11) 2 332
Six589 (34) 40 595
Nine Months Ended JuneSeptember 30, 20022002:
Operating revenues $ 4,7047,881 $ 150227 $ (10)(16) $ 4,8448,092
Segment net income (loss) 573 (19) 2 5561,162 (53) 42 1,151
Total assets at JuneSeptember 30, 2002 $30,147$30,116 $ 874 $289 $31,310
---------------------------------------------------------------------------------------------------------------1,051 $ 285 $31,452
--------------------------------------------------- ------------- ------------- ---------------- -----------------
Three Months Ended JuneSeptember 30, 2001:
Operating revenues $ 2,5033,095 $ 6574 $ (7)(4) $ 2,5613,165
Segment net income (loss) 276 1 (5) 272
Six551 4 (1) 554
Nine Months Ended JuneSeptember 30, 20012001:
Operating revenuerevenues $ 4,7247,819 $ 117191 $ (10)(14) $ 4,8317,996
Segment net income (loss) 475 (24) 141 5921,026 (20) 140 1,146
Total assets at December 31, 2001 $28,724 $2,420 $(1,236) $29,908
---------------------------------------------------------------------------------------------------------------$ 28,713 $ 2,420 $ (1,236) $ 29,897
--------------------------------------------------- ------------- ------------- ---------------- -----------------
84(P) SOUTHERN has committed to directly fund 40% of the construction costs
of the facilities funded under SOUTHERN POWER's revolving credit
facility with Citibank N.A. In addition, SOUTHERN has guaranteed the
timely completion of SOUTHERN POWER's projects currently financed
under such revolving credit facility. In this guarantee, SOUTHERN
agrees to pay for cost overruns to the extent that SOUTHERN POWER's
cash flow is insufficient. SOUTHERN also agrees to prepay any portion
of the credit facility used for SOUTHERN POWER projects not completed
within two years of the proposed projects' completion dates.
At September 30, 2002, the outstanding amount of this revolving credit
facility related to projects under construction was $276 million.
Reference is made to Note 9 to the consolidated financial statements
for December 31, 2001 contained in the Southern Power Prospectus for
additional information.
(Q) Certain keep-well agreements were created to facilitate the assignment
of specific partially executory vendor contracts to SOUTHERN POWER. As
of September 30, 2002, SOUTHERN keep-well agreements were in place to
facilitate the transfer of specific vendor contracts from ALABAMA to
SOUTHERN POWER related to the Plant Harris construction. SOUTHERN
keep-wells are also in place for the transfer of specific vendor
contracts from GEORGIA to SOUTHERN POWER for the operation of Plant
Dahlberg and construction at the Plant Franklin and Plant Stanton
sites. As of September 30, 2002, estimated remaining payments are $32.6
million related to the GEORGIA contracts and none related to the
ALABAMA contracts.
Certain other keep-well arrangements were entered into in order to
enhance the efficiency and flexibility of the energy sales and related
natural gas procurement function. Acting as agent for the operating
companies, SOUTHERN POWER and Southern Gas under agency agreements
("Agreements"), SCS may enter into various types of wholesale energy
and natural gas contracts. Under such Agreements, each of the operating
companies, SOUTHERN POWER and Southern Gas may be jointly and severally
liable for the obligations of each of the operating companies, SOUTHERN
111
NOTES TO THE CONDENSED FINANCIAL STATEMENTS: (Continued)
POWER and Southern Gas. In that regard, the creditworthiness of
SOUTHERN POWER and Southern Gas is currently inferior to the
creditworthiness of the operating companies. To insure that the
operating companies will not subsidize or be responsible for any costs,
losses, liabilities or damages arising out of or resulting from
SOUTHERN POWER's or Southern Gas' inclusion as a contracting party
under the Agreements, SOUTHERN has entered into keep-well agreements
with each of the operating companies.
Based on SOUTHERN POWER's and Southern Gas' share of natural gas and
wholesale energy purchase commitments, SOUTHERN's maximum exposure
under the Agreements was $34.5 million as of September 30, 2002.
112
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
Reference is made to the Notes"Notes to the Condensed Financial
StatementsStatements" herein for information regarding certain legal and
administrative proceedings in which SOUTHERN and its reporting
subsidiaries are involved.
Item 4. Submission of Matters to a Vote of Security Holders.
SOUTHERN
SOUTHERN held its annual meeting of shareholders on May 22,
2002. Each nominee for director of SOUTHERN received the
requisite plurality of votes for election. The vote tabulation
was as follows:
Nominees Shares For Shares Withhold Vote
Daniel P. Amos 481,196,602 7,727,880
Dorrit J. Bern 478,611,773 10,312,709
Thomas F. Chapman 480,932,152 7,992,330
Allen Franklin 480,176,304 7,748,178
Bruce S. Gordon 481,056,715 7,867,767
L. G. Hardman III 478,709,123 10,215,359
Donald M. James 481,213,365 7,711,117
Zack T. Pate 478,861,711 10,062,771
Gerald J. St. Pe 478,672,567 10,251,915
In addition, at the annual meeting, shareholders were entitled
to vote on a stockholder recommendation that SOUTHERN invest
in renewable energy sources. The vote tabulation was
35,651,610 shares for 350,728,358 shares against and
17,806,735 shares abstaining. As a result of this vote, the
stockholder proposal was rejected.
85
Item 4. Submission of Matters to a Vote of Security Holders.
(Continued)
ALABAMA
ALABAMA held its annual meeting of common shareholders and
preferred shareholders on April 26, 2002, and the following
persons were elected to serve as directors of ALABAMA:
Whit Armstrong Charles D. McCrary
David J. Cooper, Sr. Mayer Mitchell
Allen Franklin Robert D. Powers
R. Kent Henslee Andreas Renschler
Carl E. Jones, Jr. C. Dowd Ritter
Patricia M. King James H. Sanford
James K. Lowder John Cox Webb, IV
Wallace D. Malone, Jr. James W. Wright
All 6,000,000 of the then outstanding shares of ALABAMA's
common stock are owned by SOUTHERN and were voted in favor of
the nominees for directors. None of the shares of preferred
stock or Class A preferred stock were voted.
GEORGIA
GEORGIA held its annual meeting of common shareholders and
preferred shareholders on May 15, 2002, and the following
persons were elected to serve as directors of GEORGIA:
Juanita P. Baranco G. Joseph Prendergast
Anna R. Cablik David M. Ratcliffe
William A. Fickling, Jr. Richard W. Ussery
Allen Franklin William Jerry Vereen
L. G. Hardman III Carl Ware
James R. Lientz, Jr. E. Jenner Wood, III
All of the 7,761,500 outstanding shares of GEORGIA's common
stock are owned by SOUTHERN and were voted in favor of the
nominees for directors. None of the shares of preferred stock
were voted.
GULF
GULF held its annual meeting of common shareholders and
preferred shareholders on May 15, 2002, and the following
persons were elected to serve as directors of GULF:
C. LeDon Anchors Allen Franklin
Travis J. Bowden William A. Pullum
Fred C. Donovan, Sr. Joseph K. Tannehill
All of the 992,717 outstanding shares of GULF's common stock
are owned by SOUTHERN and were voted in favor of the nominees
for directors. None of the shares of preferred stock were
voted.
86
Item 4. Submission of Matters to a Vote of Security Holders.
(Continued)
MISSISSIPPI
MISSISSIPPI held its annual meeting of common shareholders and
preferred shareholders on May 15, 2002, and the following
persons were elected to serve as directors of MISSISSIPPI:
Tommy E. Dulaney George A. Schloegel
Michael D. Garrett Philip J. Terrell
Linda T. Howard N. Eugene Warr
Aubrey K. Lucas
All of the 1,121,000 outstanding shares of MISSISSIPPI's
common stock are owned by SOUTHERN and were voted in favor of
the nominees for directors. None of the shares of preferred
stock were voted.
SAVANNAH
By written consent, in lieu of the annual meeting of
stockholders of SAVANNAH, effective May 2, 2002, the following
persons were elected to serve as directors of SAVANNAH:
Gus H. Bell, III Anthony R. James
Archie H. Davis Robert B. Miller, III
Walter D. Gnann Arnold M. Tenenbaum
All of the 10,844,635 outstanding shares of SOUTHERN's common
stock are owned by SOUTHERN and were voted in favor of the
nominees for directors.
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) Power of Attorney for GEORGIA. (Designated in GEORGIA's Form 10-Q for June 30,
2002, as Exhibit 24(b).)
(c) Power of Attorney for GULF. (Designated in GULF's Form 10-Q for June 30, 2002,
as Exhibit 24(c).)
Exhibit 99 - SOUTHERN POWER's prospectus filed with the SEC on October 1, 2002 pursuant to
Rule 424(b) under the Securities Act of 1933, with respect to SOUTHERN POWER's
registration statement (Registration No. 333-98553).
(b) Reports on Form 8-K.
-------------------
SOUTHERN filed a Current Report on Form 8-K dated July 24, 2002:
Items reported: Items 5 and 7
Financial statements filed: None
SOUTHERN filed a Current Report on Form 8-K dated August 12, 2002:
Items reported: Items 5 and 9
Financial statements filed None
ALABAMA filed Current Reports on Form 8-K dated September 26, 2002 and October 16, 2002:
Items reported: Items 5 and 7
Financial statements filed: None
GEORGIA filed a Current Report on Form 8-K dated October 30, 2002:
Items reported: Items 5 and 7
Financial statements filed: None
SAVANNAH filed a Current Report on Form 8-K dated November 4, 2002:
Items reported: Items 5 and 7
Financial statements filed: None
ALABAMA filed a Current Report on Form 8-K dated
June 21, 2002:
Items reported: Items 5 and 7
Financial statements filed None
GEORGIA filed Current Reports on Form 8-K dated
June 13, 2002 and June 27, 2002:
Items reported: Items 5 and 7
Financial statements filed: None
87
113
THE SOUTHERN COMPANY
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized. The signature of the undersigned company
shall be deemed to relate only to matters having reference to such company and
any subsidiaries thereof.
THE SOUTHERN COMPANY
By 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: AugustNovember 12, 2002
- -------------------------------------------------------------------------------114
THE SOUTHERN COMPANY
Certification Of Chief Executive Officer
Per Section 302 Of The Sarbanes-Oxley Act
I, Allen Franklin, certify that:
1. I have reviewed this quarterly report on Form 10-Q of The Southern Company;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including
its consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this quarterly
report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data and
have identified for the registrant's auditors any material weaknesses
in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Date: November 12, 2002
/s/ Allen Franklin
Allen Franklin
Chairman and Chief Executive Officer
115
THE SOUTHERN COMPANY
Certification Of Chief Financial Officer
Per Section 302 Of The Sarbanes-Oxley Act
I, Gale E. Klappa, certify that:
1. I have reviewed this quarterly report on Form 10-Q of The Southern Company;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including
its consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this quarterly
report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data and
have identified for the registrant's auditors any material weaknesses
in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Date: November 12, 2002
/s/ Gale E. Klappa
Gale E. Klappa
Executive Vice President, Chief Financial Officer and Treasurer
116
ALABAMA POWER COMPANY
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized. The signature of the undersigned company
shall be deemed to relate only to matters having reference to such company and
any subsidiaries thereof.
ALABAMA POWER COMPANY
By Charles D. McCrary
President and Chief Executive Officer
(Principal Executive Officer)
By William B. Hutchins, III
Executive Vice President, Chief Financial Officer and Treasurer
(Principal Financial Officer)
By /s/ Wayne Boston
(Wayne Boston, Attorney-in-fact)
Date: AugustNovember 12, 2002
88117
ALABAMA POWER COMPANY
Certification Of Chief Executive Officer
Per Section 302 Of The Sarbanes-Oxley Act
I, Charles D. McCrary, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Alabama Power
Company;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including
its consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this quarterly
report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data and
have identified for the registrant's auditors any material weaknesses
in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Date: November 12, 2002
/s/ Charles D. McCrary
Charles D. McCrary
President and Chief Executive Officer
118
ALABAMA POWER COMPANY
Certification Of Chief Financial Officer
Per Section 302 Of The Sarbanes-Oxley Act
I, William B. Hutchins, III, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Alabama Power
Company;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including
its consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this quarterly
report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data and
have identified for the registrant's auditors any material weaknesses
in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Date: November 12, 2002
/s/ William B. Hutchins, III
William B. Hutchins, III
Executive Vice President, Chief Financial Officer and Treasurer
119
GEORGIA POWER COMPANY
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized. The signature of the undersigned company
shall be deemed to relate only to matters having reference to such company and
any subsidiaries thereof.
GEORGIA POWER COMPANY
By David M. Ratcliffe
President and Chief Executive Officer
(Principal Executive Officer)
By Allen L. Leverett
Executive Vice President, Treasurer and Chief Financial Officer and Treasurer
(Principal Financial Officer)
By /s/ Wayne Boston
(Wayne Boston, Attorney-in-fact)
Date: AugustNovember 12, 2002
- -------------------------------------------------------------------------------120
GEORGIA POWER COMPANY
Certification Of Chief Executive Officer
Per Section 302 Of The Sarbanes-Oxley Act
I, David M. Ratcliffe, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Georgia Power
Company;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including
its consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this quarterly
report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data and
have identified for the registrant's auditors any material weaknesses
in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Date: November 12, 2002
/s/ David M. Ratcliffe
David M. Ratcliffe
President and Chief Executive Officer
121
GEORGIA POWER COMPANY
Certification Of Chief Financial Officer
Per Section 302 Of The Sarbanes-Oxley Act
I, Allen L. Leverett, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Georgia Power
Company;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including
its consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this quarterly
report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data and
have identified for the registrant's auditors any material weaknesses
in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Date: November 12, 2002
/s/ Allen L. Leverett
Allen L. Leverett
Executive Vice President, Chief Financial Officer and Treasurer
122
GULF POWER COMPANY
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized. The signature of the undersigned company
shall be deemed to relate only to matters having reference to such company and
any subsidiaries thereof.
GULF POWER COMPANY
By Thomas A. Fanning
President and Chief Executive Officer
(Principal Executive Officer)
By Ronnie R. Labrato
Vice President, Chief Financial Officer and Comptroller
(Principal Financial and Accounting Officer)
By /s/ Wayne Boston
(Wayne Boston, Attorney-in-fact)
Date: AugustNovember 12, 2002
89123
GULF POWER COMPANY
Certification Of Chief Executive Officer
Per Section 302 Of The Sarbanes-Oxley Act
I, Thomas A. Fanning, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Gulf Power Company;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including
its consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this quarterly
report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data and
have identified for the registrant's auditors any material weaknesses
in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Date: November 12, 2002
/s/ Thomas A. Fanning
Thomas A. Fanning
President and Chief Executive Officer
124
GULF POWER COMPANY
Certification Of Chief Financial Officer
Per Section 302 Of The Sarbanes-Oxley Act
I, Ronnie R. Labrato, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Gulf Power Company;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including
its consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this quarterly
report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data and
have identified for the registrant's auditors any material weaknesses
in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Date: November 12, 2002
/s/ Ronnie R. Labrato
Ronnie R. Labrato
Vice President, Chief Financial Officer and Comptroller
125
MISSISSIPPI POWER COMPANY
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized. The signature of the undersigned company
shall be deemed to relate only to matters having reference to such company and
any subsidiaries thereof.
MISSISSIPPI POWER COMPANY
By Michael D. Garrett
President and Chief Executive Officer
(Principal Executive Officer)
By Michael W. Southern
Vice President, Treasurer and Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer)
By /s/ Wayne Boston
(Wayne Boston, Attorney-in-fact)
Date: AugustNovember 12, 2002
- -------------------------------------------------------------------------------126
MISSISSIPPI POWER COMPANY
Certification Of Chief Executive Officer
Per Section 302 Of The Sarbanes-Oxley Act
I, Michael D. Garrett, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Mississippi Power
Company;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including
its consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this quarterly
report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data and
have identified for the registrant's auditors any material weaknesses
in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Date: November 12, 2002
/s/ Michael D. Garrett
Michael D. Garrett
President and Chief Executive Officer
127
MISSISSIPPI POWER COMPANY
Certification Of Chief Financial Officer
Per Section 302 Of The Sarbanes-Oxley Act
I, Michael W. Southern, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Mississippi Power
Company;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including
its consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this quarterly
report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data and
have identified for the registrant's auditors any material weaknesses
in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Date: November 12, 2002
/s/ Michael W. Southern
Michael W. Southern
Vice President, Chief Financial Officer and Treasurer
128
SAVANNAH ELECTRIC AND POWER COMPANY
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized. The signature of the undersigned company
shall be deemed to relate only to matters having reference to such company and
any subsidiaries thereof.
SAVANNAH ELECTRIC AND POWER COMPANY
By Anthony R. James
President and Chief Executive Officer
(Principal Executive Officer)
By Kirby R. Willis
Vice President, Treasurer and Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer)
By /s/ Wayne Boston
(Wayne Boston, Attorney-in-fact)
Date: AugustNovember 12, 2002
129
SAVANNAH ELECTRIC AND POWER COMPANY
Certification Of Chief Executive Officer
Per Section 302 Of The Sarbanes-Oxley Act
I, Anthony R. James, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Savannah Electric
and Power Company;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including
its consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this quarterly
report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data and
have identified for the registrant's auditors any material weaknesses
in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Date: November 12, 2002
/s/ Anthony R. James
Anthony R. James
President and Chief Executive Officer
130
SAVANNAH ELECTRIC AND POWER COMPANY
Certification Of Chief Financial Officer
Per Section 302 Of The Sarbanes-Oxley Act
I, Kirby R. Willis, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Savannah Electric
and Power Company;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including
its consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this quarterly
report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data and
have identified for the registrant's auditors any material weaknesses
in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Date: November 12, 2002
/s/ Kirby R. Willis
Kirby R. Willis
Vice President, Chief Financial Officer and Treasurer
131
SOUTHERN POWER COMPANY
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized. The signature of the undersigned company
shall be deemed to relate only to matters having reference to such company and
any subsidiaries thereof.
SOUTHERN POWER COMPANY
By /s/ William P. Bowers
-------------------------------------------
William P. Bowers
President and Chief Executive Officer
(Principal Executive Officer)
By /s/ Cliff S. Thrasher
-------------------------------------------
Cliff S. Thrasher
Vice President, Comptroller and Chief Financial Officer
(Principal Financial and Accounting Officer)
Date: November 12, 2002
132
SOUTHERN POWER COMPANY
Certification Of Chief Executive Officer
Per Section 302 Of The Sarbanes-Oxley Act
I, William P. Bowers, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Southern Power
Company;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including
its consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this quarterly
report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data and
have identified for the registrant's auditors any material weaknesses
in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Date: November 12, 2002
/s/ William P. Bowers
William P. Bowers
President and Chief Executive Officer
133
SOUTHERN POWER COMPANY
Certification Of Chief Financial Officer
Per Section 302 Of The Sarbanes-Oxley Act
I, Cliff S. Thrasher, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Southern Power
Company;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including
its consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this quarterly
report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data and
have identified for the registrant's auditors any material weaknesses
in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Date: November 12, 2002
/s/ Cliff S. Thrasher
Cliff S. Thrasher
Vice President, Comptroller and Chief Financial Officer
134