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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
     
þ   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     
EXCHANGE ACT OF 1934
     
For the Fiscal Year Ended December 31, 2007
OR
     
o   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     
EXCHANGE ACT OF 1934
For the Transition Period from                      to                     
         
Commission   Registrant, State of Incorporation,   I.R.S. Employer
File Number   Address and Telephone Number   Identification No.
1-3526
  The Southern Company   58-0690070
 
  (A Delaware Corporation)    
 
  30 Ivan Allen Jr. Boulevard, N.W.    
 
  Atlanta, Georgia 30308    
 
  (404) 506-5000    
 
       
1-3164
  Alabama Power Company   63-0004250
 
  (An Alabama Corporation)    
 
  600 North 18th Street    
 
  Birmingham, Alabama 35291    
 
  (205) 257-1000    
 
       
1-6468
  Georgia Power Company   58-0257110
 
  (A Georgia Corporation)    
 
  241 Ralph McGill Boulevard, N.E.    
 
  Atlanta, Georgia 30308    
 
  (404) 506-6526    
 
       
0-2429
  Gulf Power Company   59-0276810
 
  (A Florida Corporation)    
 
  One Energy Place    
 
  Pensacola, Florida 32520    
 
  (850) 444-6111    
 
       
001-11229
  Mississippi Power Company   64-0205820
 
  (A Mississippi Corporation)    
 
  2992 West Beach    
 
  Gulfport, Mississippi 39501    
 
  (228) 864-1211    
 
       
333-98553
  Southern Power Company   58-2598670
 
  (A Delaware Corporation)    
 
  30 Ivan Allen Jr. Boulevard, N.W.    
 
  Atlanta, Georgia 30308    
 
  (404) 506-5000    
 
 

 


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Securities registered pursuant to Section 12(b) of the Act: 1
Each of the following classes or series of securities registered pursuant to Section 12(b) of the Act is listed on the New York Stock Exchange.
         
Title of each class       Registrant
Common Stock, $5 par value
      The Southern Company
 
Class A preferred, cumulative, $25 stated capital     Alabama Power Company
5.20% Series
    5.83% Series  
5.30% Series
       
 
Senior Notes        
5 5/8% Series AA
  5.875% Series II  
5 7/8% Series GG
  6.375% Series JJ  
5.875% Series 2007B
       
 
Class A Preferred Stock, non-cumulative,        
Par value $25 per share       Georgia Power Company
6 1/8% Series
       
 
Senior Notes        
5.90% Series O
  6% Series R 5.70% Series X
5.75% Series T   6% Series W 5.75% Series G 2
6.375% Series 2007D
       
 
Mandatorily redeemable preferred securities,      
$25 liquidation amount        
5 7/8% Trust Preferred Securities 3
   
 
Senior Notes       Gulf Power Company
5.25% Series H
  5.75% Series I  
5.875% Series J
       
 
 
1   As of December 31, 2007.
 
2   Assumed by Georgia Power Company in connection with its merger with Savannah Electric and Power Company, effective July 1, 2006.
 
3   Issued by Georgia Power Capital Trust VII and guaranteed by Georgia Power Company.

 


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Senior Notes       Mississippi Power Company
5 5/8% Series E
       
         
Depositary preferred shares, each representing one-fourth        
of a share of preferred stock, cumulative, $100 par value        
5.25% Series
       
 
Securities registered pursuant to Section 12(g) of the Act: 4
             
Title of each class           Registrant
Preferred stock, cumulative, $100 par value       Alabama Power Company
4.20% Series
  4.60% Series   4.72% Series    
4.52% Series
  4.64% Series   4.92% Series    
Class A Preferred Stock, cumulative, $100,000 stated capital
Flexible Money Market (Series 2003A) 5
 
         
Preferred stock, cumulative, $100 par value   Mississippi Power Company
4.40% Series
  4.60% Series    
4.72% Series
       
 
 
 
4   As of December 31, 2007.
 
5   Redeemed on January 2, 2008.

 


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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
         
Registrant   Yes   No
The Southern Company
  ü    
Alabama Power Company
  ü    
Georgia Power Company
  ü    
Gulf Power Company
      ü
Mississippi Power Company
      ü
Southern Power Company
      ü
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No þ (Response applicable to all registrants.)
Indicate by check mark whether the registrants (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days. Yes þ No  o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrants’ knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. þ
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
                 
    Large           Smaller
    Accelerated   Accelerated   Non-accelerated   Reporting
Registrant   Filer   Filer   Filer   Company
The Southern Company
  ü            
Alabama Power Company
          ü    
Georgia Power Company
          ü    
Gulf Power Company
          ü    
Mississippi Power Company
          ü    
Southern Power Company
          ü    
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ (Response applicable to all registrants.)

 


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Aggregate market value of The Southern Company’s common stock held by non-affiliates of The Southern Company at June 29, 2007: $25.9 billion. All of the common stock of the other registrants is held by The Southern Company. A description of each registrant’s common stock follows:
             
    Description of   Shares Outstanding
Registrant   Common Stock   at January 31, 2008
The Southern Company
  Par Value $5 Per Share     764,712,159  
Alabama Power Company
  Par Value $40 Per Share     17,975,000  
Georgia Power Company
  Without Par Value     9,261,500  
Gulf Power Company
  Without Par Value     1,792,717  
Mississippi Power Company
  Without Par Value     1,121,000  
Southern Power Company
  Par Value $0.01 Per Share     1,000  
Documents incorporated by reference: specified portions of The Southern Company’s Proxy Statement relating to the 2008 Annual Meeting of Stockholders are incorporated by reference into PART III. In addition, specified portions of the Information Statements of Alabama Power Company, Georgia Power Company, and Mississippi Power Company relating to each of their respective 2008 Annual Meetings of Shareholders are incorporated by reference into PART III.
Southern Power Company meets the conditions set forth in General Instructions I(1)(a) and (b) of Form 10-K and is therefore filing this Form 10-K with the reduced disclosure format specified in General Instructions I(2)(b) and (c) of Form 10-K.
This combined Form 10-K is separately filed by The Southern Company, Alabama Power Company, Georgia Power Company, Gulf Power Company, Mississippi Power Company, and Southern Power Company. Information contained herein relating to any individual company is filed by such company on its own behalf. Each company makes no representation as to information relating to the other companies.
 

 


 

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Item 1     I-1
      I-2
      I-3
      I-4
      I-4
      I-5
      I-7
      I-8
      I-8
      I-10
      I-12
Item 1A     I-13
Item 1B     I-23
Item 2     I-24
Item 3     I-28
Item 4     I-29
      I-30
      I-32
      I-33
      I-34
   
 
   
       
   
 
   
Item 5     II-1
Item 6     II-2
Item 7     II-2
Item 7A     II-3
Item 8     II-4
Item 9     II-5
Item 9A     II-6
Item 9A(T)     II-6
Item 9B     II-7
   
 
   
       
   
 
   
Item 10     III-1
Item 11     III-4
Item 12     III-41
Item 13     III-42
Item 14     III-43
   
 
   
       
   
 
   
Item 15     IV-1
      IV-2
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DEFINITIONS
When used in Items 1 through 5 and Items 9A through 15, the following terms will have the meanings indicated.
     
Term   Meaning
AFUDC
  Allowance for Funds Used During Construction
Alabama Power
  Alabama Power Company
AMEA
  Alabama Municipal Electric Authority
Clean Air Act
  Clean Air Act Amendments of 1990
Dalton
  Dalton Utilities
DOE
  United States Department of Energy
Duke Energy
  Duke Energy Corporation
Energy Act of 1992
  Energy Policy Act of 1992
Energy Act of 2005
  Energy Policy Act of 2005
Energy Solutions
  Southern Company Energy Solutions, Inc.
EPA
  United States Environmental Protection Agency
FASB
  Financial Accounting Standards Board
FERC
  Federal Energy Regulatory Commission
FMPA
  Florida Municipal Power Agency
FP&L
  Florida Power & Light Company
Georgia Power
  Georgia Power Company
Gulf Power
  Gulf Power Company
Hampton
  City of Hampton, Georgia
Holding Company Act
  Public Utility Holding Company Act of 1935, as amended
IBEW
  International Brotherhood of Electrical Workers
IIC
  Intercompany Interchange Contract
IPP
  Independent Power Producer
IRP
  Integrated Resource Plan
IRS
  Internal Revenue Service
KUA
  Kissimmee Utility Authority
MEAG
  Municipal Electric Authority of Georgia
Mirant
  Mirant Corporation
Mississippi Power
  Mississippi Power Company
Moody’s
  Moody’s Investors Service
NRC
  Nuclear Regulatory Commission
OPC
  Oglethorpe Power Corporation
OUC
  Orlando Utilities Commission
PowerSouth
  PowerSouth Energy Cooperative (formerly, Alabama Electric Cooperative, Inc.)
PPA
  Power Purchase Agreement
Progress Energy Carolinas
  Carolina Power & Light Company, d/b/a Progress Energy Carolinas, Inc.
Progress Energy Florida
  Florida Power Corporation, d/b/a Progress Energy Florida, Inc.
PSC
  Public Service Commission
registrants
  The Southern Company, Alabama Power Company, Georgia Power Company, Gulf Power Company, Mississippi Power Company, and Southern Power Company
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DEFINITIONS
(continued)
     
Term   Meaning
RFP
  Request for Proposal
RUS
  Rural Utility Service (formerly Rural Electrification Administration)
S&P
  Standard and Poor’s, a division of The McGraw-Hill Companies
Savannah Electric
  Savannah Electric and Power Company (merged into Georgia Power on July 1, 2006)
SCS
  Southern Company Services, Inc. (the system service company)
SEC
  Securities and Exchange Commission
SEGCO
  Southern Electric Generating Company
SEPA
  Southeastern Power Administration
SERC
  Southeastern Electric Reliability Council
SMEPA
  South Mississippi Electric Power Association
Southern Company
  The Southern Company
Southern Company system
  Southern Company, the traditional operating companies, Southern Power, SEGCO, Southern Nuclear, SCS, SouthernLINC Wireless, and other subsidiaries
Southern Holdings
  Southern Company Holdings, Inc.
SouthernLINC Wireless
  Southern Communications Services, Inc.
Southern Nuclear
  Southern Nuclear Operating Company, Inc.
Southern Power
  Southern Power Company
traditional operating companies
  Alabama Power Company, Georgia Power Company, Gulf Power Company, and Mississippi Power Company
TVA
  Tennessee Valley Authority
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CAUTIONARY STATEMENT REGARDING
FORWARD-LOOKING INFORMATION
This Annual Report on Form 10-K contains forward-looking statements. Forward-looking statements include, among other things, statements concerning the strategic goals for the wholesale business, retail sales growth, customer growth, storm damage cost recovery and repairs, fuel cost recovery, environmental regulations and expenditures, earnings growth, dividend payout ratios, access to sources of capital, projections for postretirement benefit trust contributions, financing activities, completion of construction projects, impacts of adoption of new accounting rules, costs of implementing the IIC settlement with the FERC, and estimated construction and other expenditures. In some cases, forward-looking statements can be identified by terminology such as “may,” “will,” “could,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “projects,” “predicts,” “potential,” or “continue” or the negative of these terms or other similar terminology. There are various factors that could cause actual results to differ materially from those suggested by the forward-looking statements; accordingly, there can be no assurance that such indicated results will be realized. These factors include:
  the impact of recent and future federal and state regulatory change, including legislative and regulatory initiatives regarding deregulation and restructuring of the electric utility industry, implementation of the Energy Policy Act of 2005, environmental laws including regulation of water quality and emissions of sulfur, nitrogen, mercury, carbon, soot, or particulate matter and other substances, and also changes in tax and other laws and regulations to which Southern Company and its subsidiaries are subject, as well as changes in application of existing laws and regulations;
 
  current and future litigation, regulatory investigations, proceedings, or inquiries, including the pending EPA civil actions against certain Southern Company subsidiaries, FERC matters, IRS audits, and Mirant matters;
 
  the effects, extent, and timing of the entry of additional competition in the markets in which Southern Company’s subsidiaries operate;
 
  variations in demand for electricity, including those relating to weather, the general economy, population, and business growth (and declines), and the effects of energy conservation measures;
 
  available sources and costs of fuel;
 
  effects of inflation;
 
  ability to control costs;
 
  investment performance of Southern Company’s employee benefit plans;
 
  advances in technology;
 
  state and federal rate regulations and the impact of pending and future rate cases and negotiations, including rate actions relating to fuel and storm restoration cost recovery;
 
  the performance of projects undertaken by the non-utility businesses and the success of efforts to invest in and develop new opportunities;
 
  internal restructuring or other restructuring options that may be pursued;
 
  potential business strategies, including acquisitions or dispositions of assets or businesses, which cannot be assured to be completed or beneficial to Southern Company or its subsidiaries;
 
  the ability of counterparties of Southern Company and its subsidiaries to make payments as and when due;
 
  the ability to obtain new short- and long-term contracts with neighboring utilities;
 
  the direct or indirect effect on Southern Company’s business resulting from terrorist incidents and the threat of terrorist incidents;
 
  interest rate fluctuations and financial market conditions and the results of financing efforts, including Southern Company’s and its subsidiaries’ credit ratings;
 
  the ability of Southern Company and its subsidiaries to obtain additional generating capacity at competitive prices;
 
  catastrophic events such as fires, earthquakes, explosions, floods, hurricanes, droughts, pandemic health events such as an avian influenza, or other similar occurrences;
 
  the direct or indirect effects on Southern Company’s business resulting from incidents similar to the August 2003 power outage in the Northeast;
 
  the effect of accounting pronouncements issued periodically by standard setting bodies; and
 
  other factors discussed elsewhere herein and in other reports filed by the registrants from time to time with the SEC.
The registrants expressly disclaim any obligation to update any forward-looking statements.

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PART I
Item 1. BUSINESS
Southern Company was incorporated under the laws of Delaware on November 9, 1945. Southern Company is domesticated under the laws of Georgia and is qualified to do business as a foreign corporation under the laws of Alabama. Southern Company owns all of the outstanding common stock of Alabama Power, Georgia Power, Gulf Power, and Mississippi Power, each of which is an operating public utility company. The traditional operating companies supply electric service in the states of Alabama, Georgia, Florida, and Mississippi. More particular information relating to each of the traditional operating companies is as follows:
Alabama Power is a corporation organized under the laws of the State of Alabama on November 10, 1927, by the consolidation of a predecessor Alabama Power Company, Gulf Electric Company, and Houston Power Company. The predecessor Alabama Power Company had been in continuous existence since its incorporation in 1906.
Georgia Power was incorporated under the laws of the State of Georgia on June 26, 1930, and admitted to do business in Alabama on September 15, 1948. Effective July 1, 2006, Savannah Electric, formerly a wholly-owned subsidiary of Southern Company, was merged with and into Georgia Power.
Gulf Power is a Florida corporation that has had a continuous existence since it was originally organized under the laws of the State of Maine on November 2, 1925. Gulf Power was admitted to do business in Florida on January 15, 1926, in Mississippi on October 25, 1976, and in Georgia on November 20, 1984. Gulf Power became a Florida corporation after being domesticated under the laws of the State of Florida on November 2, 2005.
Mississippi Power was incorporated under the laws of the State of Mississippi on July 12, 1972, was admitted to do business in Alabama on November 28, 1972, and effective December 21, 1972, by the merger into it of the predecessor Mississippi Power Company, succeeded to the business and properties of the latter company. The predecessor Mississippi Power Company was incorporated under the laws of the State of Maine on November 24, 1924, and was admitted to do business in Mississippi on December 23, 1924, and in Alabama on December 7, 1962.
In addition, Southern Company owns all of the common stock of Southern Power, which is also an operating public utility company. Southern Power constructs, acquires, owns, and manages generation assets and sells electricity at market-based rates in the wholesale market. Southern Power is a corporation organized under the laws of Delaware on January 8, 2001 and was admitted to do business in the States of Alabama, Florida, and Georgia on January 10, 2001, in the State of Mississippi on January 30, 2001, and in the State of North Carolina on February 19, 2007.
Southern Company also owns all the outstanding common stock or membership interests of SouthernLINC Wireless, Southern Nuclear, SCS, Southern Holdings and other direct and indirect subsidiaries. SouthernLINC Wireless provides digital wireless communications services to the traditional operating companies and markets these services to the public and also provides wholesale fiber optic solutions to telecommunication providers in the Southeast. Southern Nuclear operates and provides services to Alabama Power’s and Georgia Power’s nuclear plants. SCS is the system service company providing, at cost, specialized services to Southern Company and its subsidiary companies. Southern Holdings is an intermediate holding subsidiary for Southern Company’s investments in synthetic fuels and leveraged leases and various other energy-related businesses. The investments in synthetic fuels ended on December 31, 2007.
Alabama Power and Georgia Power each own 50% of the outstanding common stock of SEGCO. SEGCO is an operating public utility company that owns electric generating units with an aggregate capacity of 1,019,680 kilowatts at Plant Gaston on the Coosa River near Wilsonville, Alabama. Alabama Power and Georgia Power are each entitled to one-half of SEGCO’s capacity and energy. Alabama Power acts as SEGCO’s agent in the operation of SEGCO’s units and furnishes coal to SEGCO as fuel for its units. SEGCO also owns three 230,000 volt transmission lines extending from Plant Gaston to the Georgia state line at which point connection is made with the Georgia Power

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transmission line system.
Southern Company’s segments and related information is included in Note 10 to the financial statements of Southern Company in Item 8 herein.
The registrants’ Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and all amendments to those reports are made available on Southern Company’s website, free of charge, as soon as reasonably practicable after such material is electronically filed with or furnished to the SEC. Southern Company’s internet address is www.southerncompany.com.
The Southern Company System
Traditional Operating Companies
The traditional operating companies own generation and transmission facilities. See PROPERTIES in Item 2 herein for additional information on the traditional operating companies’ generating facilities. The transmission facilities of each of the traditional operating companies are connected to the respective company’s own generating plants and other sources of power and are interconnected with the transmission facilities of the other traditional operating companies and SEGCO by means of heavy-duty high voltage lines. For information on Georgia Power’s integrated transmission system, see “Territory Served by the Traditional Operating Companies and Southern Power” herein.
Operating contracts covering arrangements in effect with principal neighboring utility systems provide for capacity exchanges, capacity purchases and sales, transfers of economy energy, and other similar transactions. Additionally, the traditional operating companies have entered into voluntary reliability agreements with the subsidiaries of Entergy Corporation, Florida Electric Power Coordinating Group and TVA and with Progress Energy Carolinas, Duke Energy, South Carolina Electric & Gas Company, and Virginia Electric and Power Company, each of which provides for the establishment and periodic review of principles and procedures for planning and operation of generation and transmission facilities, maintenance schedules, load retention programs, emergency operations, and other matters affecting the reliability of bulk power supply. The traditional operating companies have joined with other utilities in the Southeast (including those referred to above) to form the SERC to augment further the reliability and adequacy of bulk power supply. Through the SERC, the traditional operating companies are represented on the National Electric Reliability Council.
The IIC provides for coordinating operations of the power producing facilities of the traditional operating companies and Southern Power and the capacities available to such companies from non-affiliated sources and for the pooling of surplus energy available for interchange. Coordinated operation of the entire interconnected system is conducted through a central power supply coordination office maintained by SCS. The available sources of energy are allocated to the traditional operating companies and Southern Power to provide the most economical sources of power consistent with reliable operation. The resulting benefits and savings are apportioned among each of the companies. See MANAGEMENT’S DISCUSSION AND ANALYSIS – FUTURE EARNINGS POTENTIAL – “FERC Matters – Intercompany Interchange Contract” of each registrant in Item 7 herein and Note 3 to the financial statements of each registrant, all under “FERC Matters – Intercompany Interchange Contract” in Item 8 herein for information on the settlement of the FERC proceeding related to the IIC.
Southern Company, each traditional operating company, Southern Power, Southern Nuclear, SEGCO, and other subsidiaries have contracted with SCS to furnish, at direct or allocated cost and upon request, the following services: general and design engineering, purchasing, accounting and statistical analysis, finance and treasury, tax, information resources, marketing, auditing, insurance and pension administration, human resources, systems and procedures, and other services with respect to business and operations and power pool transactions. Southern Power and SouthernLINC Wireless have also secured from the traditional operating companies certain services which are furnished at cost and, in the case of Southern Power in compliance with FERC regulations.
Alabama Power and Georgia Power each have a contract with Southern Nuclear to operate Plant Farley and Plants Hatch and Vogtle, respectively. See “Regulation – Nuclear Regulation” herein for additional information.

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Southern Power
Southern Power is an electric wholesale generation subsidiary with market-based rate authority from the FERC. Southern Power constructs, acquires, owns, and manages generating facilities and sells the output under long-term, fixed-price capacity contracts both to unaffiliated wholesale purchasers as well as to the traditional operating companies (under PPAs approved by the applicable state PSCs and the FERC). Southern Power’s business activities are not subject to traditional state regulation of utilities but are subject to regulation by the FERC. Southern Power has attempted to insulate itself from significant fuel supply, fuel transportation, and electric transmission risks by making such risks the responsibility of the counterparties to the PPAs. However, Southern Power’s overall profit will depend on the parameters of the wholesale market and the efficient operation of its wholesale generating assets. For additional information on Southern Power’s business activities, see MANAGEMENT’S DISCUSSION AND ANALYSIS– OVERVIEW- “Business Activities” of Southern Power in Item 7 herein.
In 2006, Southern Power acquired all of the outstanding membership interests of DeSoto County Generating Company, LLC and Rowan County Power, LLC from a subsidiary of Progress Energy, Inc. For additional information on these acquisitions see Note 2 to the financial statements of Southern Power in Item 8 herein. At December 31, 2007, Southern Power had 6,896 megawatts of nameplate capacity in commercial operation.
Other Businesses
Southern Holdings is an intermediate holding subsidiary for Southern Company’s investments in synthetic fuels and leveraged leases and various other energy-related businesses. Southern Company’s interest in one of the synthetic fuel entities was terminated in 2006. Synthetic fuel tax credits expired on December 31, 2007 and the synthetic fuel investments were terminated on December 31, 2007.
SouthernLINC Wireless serves the traditional operating companies and markets its services to non-affiliates within the Southeast. SouthernLINC Wireless delivers multiple wireless communication options including push to talk, cellular service, text messaging, wireless internet access, and wireless data. Its system covers approximately 128,000 square miles in the Southeast. SouthernLINC Wireless also provides wholesale fiber optic solutions to telecommunication providers in the Southeast.
These efforts to invest in and develop new business opportunities offer potential returns exceeding those of rate-regulated operations. However, these activities also involve a higher degree of risk.
Construction Programs
The subsidiary companies of Southern Company are engaged in continuous construction programs to accommodate existing and estimated future loads on their respective systems. For estimated construction and environmental expenditures for the periods 2008 through 2010, see Note 7 to the financial statements of each registrant all under “Construction Program” in Item 8 herein. Estimated construction costs in 2008 are expected to be apportioned approximately as follows: (in millions)
                                                         
    Southern                            
    Company   Alabama   Georgia   Gulf   Mississippi   Southern        
    System*   Power   Power   Power   Power   Power        
     
New generation
  $ 221     $     $ 183     $     $     $ 38          
Environmental
    1,768       646       707       317       75                
Other generating facilities, including associated plant substations
    507       181       186       20       39       71          
New business
    527       257       212       30       28                
Transmission
    450       96       316       22       15                
Distribution
    343       143       163       11       26                
Nuclear fuel
    308       159       148                            
General plant
    327       89       116       10       3                
     
 
  $ 4,451     $ 1,571     $ 2,031     $ 410     $ 186     $ 109          
     

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*   These amounts include the traditional operating companies and Southern Power (as detailed in the table above) as well as the amounts for the other subsidiaries. See “Other Businesses” herein for additional information.
The construction programs are subject to periodic review and revision, and actual construction costs may vary materially from the above estimates because of numerous factors. These factors include: changes in business conditions; acquisition of additional generating assets; revised load growth estimates; changes in environmental statutes and regulations; changes in existing nuclear plants to meet new regulatory requirements; changes in FERC rules and regulations; increasing costs of labor, equipment and materials; cost of capital and other factors described above under the heading “Cautionary Notice Regarding Forward Looking Statements.” In addition, there can be no assurance that costs related to capital expenditures will be fully recovered.
Under Georgia law, Georgia Power is required to file an IRP for approval by the Georgia PSC. Through the IRP process, the Georgia PSC must pre-certify the construction of new power plants and new PPAs. See “Rate Matters – Integrated Resource Planning” herein for additional information.
See “Regulation – Environmental Statutes and Regulations” herein for additional information with respect to certain existing and proposed environmental requirements and PROPERTIES – “Jointly-Owned Facilities” in Item 2 herein for additional information concerning Alabama Power’s, Georgia Power’s, and Southern Power’s joint ownership of certain generating units and related facilities with certain non-affiliated utilities.
Financing Programs
See each of the registrant’s MANAGEMENT’S DISCUSSION AND ANALYSIS – FINANCIAL CONDITION AND LIQUIDITY in Item 7 herein and Note 6 to the financial statements of each registrant in Item 8 herein for information concerning financing programs.
Fuel Supply
The traditional operating companies’ and SEGCO’s supply of electricity is derived predominantly from coal. Southern Power’s supply of electricity is primarily fueled by natural gas. See MANAGEMENT’S DISCUSSION AND ANALYSIS – RESULTS OF OPERATION – “Fuel and Purchased Power Expenses” of Southern Company and each traditional operating company in Item 7 herein for information regarding the electricity generated and the average cost of fuel in cents per net kilowatt-hour generated for the years 2005 through 2007.
The traditional operating companies have agreements in place from which they expect to receive approximately 84% of their coal burn requirements in 2008. These agreements have terms ranging between one and seven years. In 2007, the weighted average sulfur content of all coal burned by the traditional operating companies was 0.84% sulfur. This sulfur level, along with banked and purchased sulfur dioxide allowances, allowed the traditional operating companies to remain within limits set by the Phase II acid rain requirements of the Clean Air Act. In 2007, Southern Company purchased approximately $50.76 million of sulfur dioxide and nitrogen oxide emission allowances to be used in current and future periods. As additional environmental regulations are proposed that impact the utilization of coal, the traditional operating companies’ fuel mix will be monitored to ensure that the traditional operating companies remain in compliance with applicable laws and regulations. Additionally, Southern Company and the traditional operating companies will continue to evaluate the need to purchase additional emission allowances and the timing of capital expenditures for emission control equipment. See MANAGEMENT’S DISCUSSION AND ANALYSIS – FUTURE EARNINGS POTENTIAL – “Environmental Matters” of Southern Company and each traditional operating company in Item 7 herein for information on the Clean Air Act and global climate issues.
SCS, acting on behalf of the traditional operating companies and Southern Power, has agreements in place for the natural gas burn requirements of the Southern Company system. For 2008, SCS has contracted for 650 billion cubic feet of natural gas supply. These agreements cover remaining terms up to 12 years. In addition to gas supply, SCS has contracts in place for both firm gas transportation and storage. Management believes that these contracts provide sufficient natural gas supplies, transportation, and storage to ensure normal operations of the Southern Company system’s natural gas generating units.

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Changes in fuel prices to the traditional operating companies are generally reflected in fuel adjustment clauses contained in rate schedules. See “Rate Matters – Rate Structure and Cost Recovery Plans” herein for additional information. Southern Power’s PPAs generally provide that the counterparty is responsible for substantially all of the cost of fuel.
Alabama Power and Georgia Power have numerous contracts covering a portion of their nuclear fuel needs for uranium, conversion services, enrichment services and fuel fabrication. These contracts have varying expiration dates and most of them are for less than 10 years. Management believes that sufficient capacity for nuclear fuel supplies and processing exists to preclude the impairment of normal operations of the Southern Company system’s nuclear generating units.
Alabama Power and Georgia Power have contracts with the United States, acting through the DOE, that provide for the permanent disposal of spent nuclear fuel. The DOE failed to begin disposing of spent fuel in 1998, as required by the contracts, and Alabama Power and Georgia Power are pursuing legal remedies against the government for breach of contract. See Note 1 to the financial statements of Southern Company, Alabama Power, and Georgia Power under “Nuclear Fuel Disposal Costs” in Item 8 herein for additional information.
Territory Served by the Traditional Operating Companies and Southern Power
The territory in which the traditional operating companies provide electric service comprises most of the states of Alabama and Georgia together with the northwestern portion of Florida and southeastern Mississippi. In this territory there are non-affiliated electric distribution systems which obtain some or all of their power requirements either directly or indirectly from the traditional operating companies. The territory has an area of approximately 120,000 square miles and an estimated population of approximately 13 million. Southern Power sells electricity at market-based prices in the Super-Southeast wholesale market to investor-owned utilities, IPPs, municipalities, and electric cooperatives.
Alabama Power is engaged, within the State of Alabama, in the generation and purchase of electricity and the transmission, distribution, and sale of such electricity at retail in over 650 communities (including Anniston, Birmingham, Gadsden, Mobile, Montgomery, and Tuscaloosa) and at wholesale to 15 municipally-owned electric distribution systems, 11 of which are served indirectly through sales to AMEA, and two rural distributing cooperative associations. Alabama Power also supplies steam service in downtown Birmingham. Alabama Power owns coal reserves near its Plant Gorgas and uses the output of coal from the reserves in its generating plants. Alabama Power also sells, and cooperates with dealers in promoting the sale of, electric appliances.
Georgia Power is engaged in the generation and purchase of electricity and the transmission, distribution, and sale of such electricity within the State of Georgia at retail in over 600 communities (including Athens, Atlanta, Augusta, Columbus, Macon, Rome, and Savannah), as well as in rural areas, and at wholesale currently to OPC, MEAG, Dalton, Hampton, and 30 electric cooperatives.
Gulf Power is engaged, within the northwestern portion of Florida, in the generation and purchase of electricity and the transmission, distribution, and sale of such electricity at retail in 71 communities (including Pensacola, Panama City, and Fort Walton Beach), as well as in rural areas, and at wholesale to a non-affiliated utility and a municipality.
Mississippi Power is engaged in the generation and purchase of electricity and the transmission, distribution, and sale of such energy within 23 counties in southeastern Mississippi, at retail in 123 communities (including Biloxi, Gulfport, Hattiesburg, Laurel, Meridian, and Pascagoula), as well as in rural areas, and at wholesale to one municipality, six rural electric distribution cooperative associations, and one generating and transmitting cooperative.
For information relating to kilowatt-hour sales by classification for the traditional operating companies, see MANAGEMENT’S DISCUSSION AND ANALYSIS – RESULTS OF OPERATIONS of each traditional operating company in Item 7 herein. Also, for information relating to the sources of revenues for Southern Company, each traditional operating company, and Southern Power, reference is made to Item 6 herein.
The RUS has authority to make loans to cooperative associations or corporations to enable them to provide electric

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service to customers in rural sections of the country. There are 71 electric cooperative organizations operating in the territory in which the traditional operating companies provide electric service at retail or wholesale.
One of these organizations, PowerSouth, is a generating and transmitting cooperative selling power to several distributing cooperatives, municipal systems, and other customers in south Alabama and northwest Florida. PowerSouth owns generating units with approximately 1,776 megawatts of nameplate capacity, including an undivided 8.16% ownership interest in Alabama Power’s Plant Miller Units 1 and 2. PowerSouth’s facilities were financed with RUS loans secured by long-term contracts requiring distributing cooperatives to take their requirements from PowerSouth to the extent such energy is available.
Alabama Power and Gulf Power have entered into separate agreements with PowerSouth involving interconnection between their respective systems. The delivery of capacity and energy from PowerSouth to certain distributing cooperatives in the service areas of Alabama Power and Gulf Power is governed by the Southern Company/PowerSouth Network Transmission Service Agreement. The rates for this service to PowerSouth are on file with the FERC. See PROPERTIES – “Jointly-Owned Facilities” in Item 2 herein for details of Alabama Power’s joint-ownership with PowerSouth of a portion of Plant Miller.
Four electric cooperative associations, financed by the RUS, operate within Gulf Power’s service area. These cooperatives purchase their full requirements from PowerSouth and SEPA (a federal power marketing agency). A non-affiliated utility also operates within Gulf Power’s service area and purchases its full requirements from Gulf Power.
Mississippi Power has an interchange agreement with SMEPA, a generating and transmitting cooperative, pursuant to which various services are provided, including the furnishing of protective capacity by Mississippi Power to SMEPA.
There are also 65 municipally-owned electric distribution systems operating in the territory in which the traditional operating companies provide electric service at retail or wholesale.
Forty-eight municipally-owned electric distribution systems and one county-owned system receive their requirements through MEAG, which was established by a Georgia state statute in 1975. MEAG serves these requirements from self-owned generation facilities, some of which are acquired and jointly-owned with Georgia Power, power purchased from Georgia Power, and purchases from other resources. MEAG also has a pseudo scheduling and services agreement with Georgia Power. Dalton serves its requirements from self-owned generation facilities, some of which are acquired and jointly-owned with Georgia Power, and through purchases from Georgia Power pursuant to their partial requirements tariff. In addition, Georgia Power serves the full requirements of Hampton’s electric distribution system under a market-based contract. See PROPERTIES – “Jointly-Owned Facilities” in Item 2 herein for additional information.
Georgia Power has entered into substantially similar agreements with Georgia Transmission Corporation (formerly OPC’s transmission division), MEAG, and Dalton providing for the establishment of an integrated transmission system to carry the power and energy of all parties. The agreements require an investment by each party in the integrated transmission system in proportion to its respective share of the aggregate system load. See PROPERTIES – “Jointly-Owned Facilities” in Item 2 herein for additional information.
Southern Power has PPAs with the municipalities of Dalton, North Carolina Municipal Power Agency No. 1, Florida Municipal Power Agency, and Piedmont Municipal Power Agency. See MANAGEMENT’S DISCUSSION AND ANALYSIS – FUTURE EARNINGS POTENTIAL – “Power Sales Agreements” of Southern Power in Item 7 herein for additional information concerning Southern Power’s PPAs.
SCS, acting on behalf of the traditional operating companies, also has a contract with SEPA providing for the use of the traditional operating companies’ facilities at government expense to deliver to certain cooperatives and municipalities, entitled by federal statute to preference in the purchase of power from SEPA, quantities of power equivalent to the amounts of power allocated to them by SEPA from certain United States government hydroelectric projects.
The retail service rights of all electric suppliers in the State of Georgia are regulated by the Territorial Electric

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Service Act of 1973. Pursuant to the provisions of this Act, all areas within existing municipal limits were assigned to the primary electric supplier therein. Areas outside of such municipal limits were either to be assigned or to be declared open for customer choice of supplier by action of the Georgia PSC pursuant to standards set forth in this Act. Consistent with such standards, the Georgia PSC has assigned substantially all of the land area in the state to a supplier. Notwithstanding such assignments, this Act provides that any new customer locating outside of 1973 municipal limits and having a connected load of at least 900 kilowatts may exercise a one-time choice for the life of the premises to receive electric service from the supplier of its choice. See “Competition” herein for additional information.
Pursuant to the 1956 Utility Act, the Mississippi PSC issued “Grandfather Certificates” of public convenience and necessity to Mississippi Power and to six distribution rural cooperatives operating in southeastern Mississippi, then served in whole or in part by Mississippi Power, authorizing them to distribute electricity in certain specified geographically described areas of the state. The six cooperatives serve approximately 325,000 retail customers in a certificated area of approximately 10,300 square miles. In areas included in a “Grandfather Certificate,” the utility holding such certificate may, without further certification, extend its lines up to five miles; other extensions within that area by such utility, or by other utilities, may not be made except upon a showing of, and a grant of a certificate of, public convenience and necessity. Areas included in such a certificate which are subsequently annexed to municipalities may continue to be served by the holder of the certificate, irrespective of whether it has a franchise in the annexing municipality. On the other hand, the holder of the municipal franchise may not extend service into such newly annexed area without authorization by the Mississippi PSC.
Competition
The electric utility industry in the United States is continuing to evolve as a result of regulatory and competitive factors. Among the early primary agents of change was the Energy Act of 1992 which allowed IPPs to access a utility’s transmission network in order to sell electricity to other utilities.
The competition for retail energy sales among competing suppliers of energy is influenced by various factors, including price, availability, technological advancements, service, and reliability. These factors are, in turn, affected by, among other influences, regulatory, political, and environmental considerations, taxation, and supply.
Generally, the traditional operating companies have experienced, and expect to continue to experience, competition in their respective retail service territories in varying degrees as the result of self-generation (as described above) by customers and other factors. See also “Territory Served by the Traditional Operating Companies and Southern Power” herein for additional information concerning suppliers of electricity operating within or near the areas served at retail by the traditional operating companies.
Southern Power competes with investor owned utilities, IPPs, and others for wholesale energy sales in primarily the Southeastern United States wholesale market. The needs of this market are driven by the demands of end users in the Southeast and the generation available. Southern Power’s success in wholesale energy sales is influenced by various factors including reliability and availability of Southern Power’s plants, availability of transmission to serve the demand, price, and Southern Power’s ability to contain costs.
Alabama Power currently has cogeneration contracts in effect with 10 industrial customers. Under the terms of these contracts, Alabama Power purchases excess generation of such companies. During 2007, Alabama Power purchased approximately 101 million kilowatt-hours from such companies at a cost of $4.9 million.
Georgia Power currently has contracts in effect with nine small power producers whereby Georgia Power purchases their excess generation. During 2007, Georgia Power purchased 8 million kilowatt-hours from such companies at a cost of $0.6 million. Georgia Power has PPAs for electricity with two cogeneration facilities. Payments are subject to reductions for failure to meet minimum capacity output. During 2007, Georgia Power purchased 559 million kilowatt-hours at a cost of $86.9 million from these facilities.
Also during 2007, Georgia Power purchased energy from seven customer-owned generating facilities. Six of the seven customers provide only energy to Georgia Power. These six customers make no capacity commitment and are not dispatched by Georgia Power. Georgia Power does have a contract with the remaining customer for eight

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megawatts of dispatchable capacity and energy. During 2007, Georgia Power purchased a total of 88 million kilowatt-hours from the seven suppliers at a cost of approximately $2.8 million.
Gulf Power currently has agreements in effect with various industrial, commercial, and qualifying facilities pursuant to which Gulf Power purchases “as available” energy from customer-owned generation. During 2007, Gulf Power purchased 57.8 million kilowatt-hours from such companies for approximately $2.3 million.
Mississippi Power currently has a cogeneration agreement in effect with one of its industrial customers. Under the terms of this contract, Mississippi Power purchases any excess generation. During 2007, this customer had no excess generation.
Seasonality
The demand for electric power generation is affected by seasonal differences in the weather. At the traditional operating companies and Southern Power, the demand for power peaks during the summer months, with market prices reflecting the demand of power and available generating resources at that time. Power demand peaks can also be recorded during the winter. As a result, the overall operating results of Southern Company, the traditional operating companies, and Southern Power in the future may fluctuate substantially on a seasonal basis. In addition, Southern Company, the traditional operating companies, and Southern Power have historically sold less power when weather conditions are milder.
Regulation
State Commissions
The traditional operating companies are subject to the jurisdiction of their respective state PSCs. The PSCs have broad powers of supervision and regulation over public utilities operating in the respective states, including their rates, service regulations, sales of securities (except for the Mississippi PSC), and, in the cases of the Georgia PSC and the Mississippi PSC, in part, retail service territories. See “Territory Served by the Traditional Operating Companies and Southern Power” and “Rate Matters” herein for additional information.
Federal Power Act
In 2005, the U.S. Congress passed the Energy Act of 2005 which repealed the Holding Company Act effective February 8, 2006. The traditional operating companies, Southern Power and its generation subsidiaries, and SEGCO are all public utilities engaged in wholesale sales of energy in interstate commerce and therefore remain subject to the rate, financial, and accounting jurisdiction of the FERC under the Federal Power Act. The FERC must approve certain financings and allows an “at cost standard” for services rendered by system service companies such as SCS. In addition to its repeal of the Holding Company Act, the Energy Act of 2005 authorized the FERC to establish regional reliability organizations authorized to enforce reliability standards, established a process for the FERC to address impediments to the construction of transmission, and established clear responsibility for the FERC to prohibit manipulative energy trading practices.
Alabama Power and Georgia Power are also subject to the provisions of the Federal Power Act or the earlier Federal Water Power Act applicable to licensees with respect to their hydroelectric developments. Among the hydroelectric projects subject to licensing by the FERC are 14 existing Alabama Power generating stations having an aggregate installed capacity of 1,662,400 kilowatts and 18 existing Georgia Power generating stations having an aggregate installed capacity of 1,074,696 kilowatts.
In 2003, Georgia Power started the relicensing process for the Morgan Falls project which is located on the Chattahoochee River near Atlanta, Georgia and submitted the final license application for this facility to the FERC in February 2007. The current license for the Morgan Falls project expires in 2009. In 2007, Georgia Power began the relicensing process for Bartlett’s Ferry which is located on the Chattahoochee River near Columbus, Georgia. The current Bartlett’s Ferry license expires in 2014 and the application for a new license is expected to be submitted to the FERC in 2012. In July 2005, Alabama Power filed two applications with the FERC for new 50-year licenses for its seven hydroelectric developments on the Coosa River (Weiss, Henry, Logan Martin, Lay, Mitchell, Jordan,

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and Bouldin) and for the Lewis Smith and Bankhead developments on the Warrior River. The FERC licenses for all of these nine developments expired in July and August of 2007. The FERC issued an annual license for the Coosa developments on August 8, 2007 and issued an annual license for the Warrior developments on September 6, 2007. These annual licenses provide the FERC with additional time to complete its review of the license applications. In 2006, Alabama Power initiated the process of developing an application to relicense the Martin hydroelectric project located on the Tallapoosa River. The current Martin license will expire in 2013 and the application for a new license is expected to be filed with the FERC in 2011. See MANAGEMENT’S DISCUSSION AND ANALYSIS – FUTURE EARNINGS POTENTIAL – “FERC Matters – Hydro Relicensing” of Alabama Power in Item 7 herein for additional information.
Georgia Power and OPC also have a license, expiring in 2027, for the Rocky Mountain Plant, a pure pumped storage facility of 847,800 kilowatt capacity. See PROPERTIES – “Jointly-Owned Facilities” in Item 2 herein for additional information.
Licenses for all projects, excluding those discussed above, expire in the period 2015-2034 in the case of Alabama Power’s projects and in the period 2014-2039 in the case of Georgia Power’s projects.
Upon or after the expiration of each license, the United States Government, by act of Congress, may take over the project or the FERC may relicense the project either to the original licensee or to a new licensee. In the event of takeover or relicensing to another, the original licensee is to be compensated in accordance with the provisions of the Federal Power Act, such compensation to reflect the net investment of the licensee in the project, not in excess of the fair value of the property, plus reasonable damages to other property of the licensee resulting from the severance therefrom of the property. If the FERC does not act on the new license application prior to the expiration of the existing license, the FERC is required to issue annual licenses, under the same terms and conditions of the existing license, until a new license is issued.
Nuclear Regulation
Alabama Power, Georgia Power and Southern Nuclear are subject to regulation by the NRC. The NRC is responsible for licensing and regulating nuclear facilities and materials and for conducting research in support of the licensing and regulatory process, as mandated by the Atomic Energy Act of 1954, as amended; the Energy Reorganization Act of 1974, as amended; and the Nuclear Nonproliferation Act of 1978; and in accordance with the National Environmental Policy Act of 1969, as amended, and other applicable statutes. These responsibilities also include protecting public health and safety, protecting the environment, protecting and safeguarding nuclear materials and nuclear power plants in the interest of national security, and assuring conformity with antitrust laws.
The NRC operating licenses for Plant Vogtle units 1 and 2 currently expire in January 2027 and February 2029, respectively. In January 2002, the NRC granted Georgia Power a 20-year extension of the licenses for both units at Plant Hatch which permits the operation of units 1 and 2 until 2034 and 2038, respectively. Georgia Power filed an application with the NRC in June 2007 to extend the licenses for Plant Vogtle units 1 and 2 for an additional 20 years. In May 2005, the NRC granted Alabama Power a 20-year extension of the licenses for both units at Plant Farley which permits operation of units 1 and 2 until 2037 and 2041, respectively.
See Notes 1 and 9 to the financial statements of Southern Company, Alabama Power, and Georgia Power in Item 8 herein for information on nuclear decommissioning costs and nuclear insurance.
FERC Matters
See MANAGEMENT’S DISCUSSION AND ANALYSIS – FUTURE EARNINGS POTENTIAL – “FERC Matters” of each of the registrants in Item 7 herein for information on matters regarding the FERC.
Environmental Statutes and Regulations
Southern Company’s operations are subject to extensive regulation by state and federal environmental agencies under a variety of statutes and regulations governing environmental media, including air, water, and land resources. Compliance with these existing environmental requirements involves significant capital and operating costs, a major

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portion of which is expected to be recovered through existing ratemaking provisions. There is no assurance, however, that all such costs will be recovered.
Compliance with the federal Clean Air Act and resulting regulations has been, and will continue to be, a significant focus for Southern Company, each traditional operating company, Southern Power, and SEGCO. In addition, existing environmental laws and regulations may be changed or new laws and regulations may be adopted or otherwise become applicable to Southern Company, the traditional operating companies, or Southern Power, including laws and regulations designed to address global climate change, air quality, water quality or other environmental, public health, and welfare concerns. See MANAGEMENT’S DISCUSSION AND ANALYSIS – FUTURE EARNINGS POTENTIAL – “Environmental Matters” of Southern Company and each of the traditional operating companies in Item 7 herein for additional information about the Clean Air Act and other environmental issues, including the litigation brought by the EPA under the New Source Review provisions of the Clean Air Act and possible climate change legislation and regulation. Also see MANAGEMENT’S DISCUSSION AND ANALYSIS – FUTURE EARNINGS POTENTIAL – “Environmental Matters” and “Global Climate Issues” of Southern Power in Item 7 herein for information about the Clean Air Act, other environmental issues, and possible climate change legislation and regulation.
The traditional operating companies, Southern Power, and SEGCO are unable to predict at this time what additional steps they may be required to take as a result of the implementation of existing or future control requirements for climate, air, water, and hazardous or toxic materials, but such steps could adversely affect system operations and result in substantial additional costs.
The outcome of the matters mentioned above under “Regulation” cannot now be determined, except that these developments may result in delays in obtaining appropriate licenses for generating facilities, increased construction and operating costs, or reduced generation, the nature and extent of which, while not determinable at this time, could be substantial.
Rate Matters
Rate Structure and Cost Recovery Plans
The rates and service regulations of the traditional operating companies are uniform for each class of service throughout their respective service areas. Rates for residential electric service are generally of the block type based upon kilowatt-hours used and include minimum charges. Residential and other rates contain separate customer charges. Rates for commercial service are presently of the block type and, for large customers, the billing demand is generally used to determine capacity and minimum bill charges. These large customers’ rates are generally based upon usage by the customer and include rates with special features to encourage off-peak usage. Additionally, Alabama Power, Gulf Power, and Mississippi Power are generally allowed by their respective state PSCs to negotiate the terms and cost of service to large customers. Such terms and cost of service, however, are subject to final state PSC approval.
Fuel and net purchased energy costs are recovered through specific fuel cost recovery provisions at the traditional operating companies. These fuel cost recovery provisions are adjusted to reflect increases or decreases in such costs as needed. Gulf Power’s and Mississippi Power’s fuel cost recovery provisions are adjusted annually to reflect increases or decreases in such costs. Georgia Power is currently required to file for an adjustment to its fuel cost recovery rate no later than March 1, 2008. Alabama Power’s fuel clause is adjusted as required. Revenues are adjusted for differences between recoverable costs and amounts actually recovered in current rates.
Approved environmental compliance and storm damage costs are recovered at Alabama Power, Gulf Power, and Mississippi Power through cost recovery provisions approved by their respective state PSCs. Within limits approved by their respective PSCs, these rates are adjusted to reflect increases or decreases in such costs as required.
Georgia Power’s environmental compliance costs were recovered in base rates through 2007. Under the 2007 retail rate plan approved by the Georgia PSC, an environmental compliance cost recovery tariff was implemented effective January 1, 2008, to allow for recovery of costs related to environmental controls mandated by state and federal regulations. Georgia Power continues to recover storm damage and new plant costs through its base rates.

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Alabama Power recovers the cost of certificated new plant and purchased power capacity and Gulf Power recovers purchased power capacity and conservation costs through cost recovery provisions which are adjusted as required to reflect increases or decreases in such costs as needed. Revenues are adjusted for differences between recoverable costs and amounts actually recovered in current rates.
See MANAGEMENT’S DISCUSSION AND ANALYSIS – FUTURE EARNINGS POTENTIAL – “PSC Matters” of Southern Company and each of the traditional operating companies in Item 7 herein and Note 3 to the financial statements of Southern Company under “Alabama Power Retail Regulatory Matters” and “Georgia Power Retail Regulatory Matters” and Note 3 to the financial statements of each of the traditional operating companies under “Retail Regulatory Matters” in Item 8 herein for a discussion of rate matters. Also, see Note 1 to the financial statements of Southern Company and each of the traditional operating companies in Item 8 herein for a discussion of recovery of fuel costs, storm damage costs, and environmental compliance costs through rates.
The traditional operating companies and Southern Power are authorized by the FERC to sell power to non-affiliates, including short-term opportunity sales, at market-based prices. Specific FERC approval must be obtained with respect to a market-based contract with an affiliate. See MANAGEMENT’S DISCUSSION AND ANALYSIS – FUTURE EARNINGS POTENTIAL – “FERC Matters – Market-Based Rate Authority” of each registrant in Item 7 herein and Note 3 to the financial statements of each registrant under “FERC Matters – Market-Based Rate Authority” in Item 8 herein for a discussion of rate matters.
Integrated Resource Planning
Triennially, Georgia Power must file an IRP with the Georgia PSC that specifies how it intends to meet the future electrical needs of its customers through a combination of demand-side and supply-side resources. The Georgia PSC under state law will certify any new demand-side or supply-side resources. Once certified, the lesser of actual or certified construction costs and purchased power costs will be recoverable through rates.
On July 12, 2007, the Georgia PSC approved Georgia Power’s 2007 IRP including the following provisions:
(1) retiring the coal units at Plant McDonough and replacing them with combined-cycle natural gas units; (2) approving new energy efficiency pilot programs and rate recovery of demand-side management programs; (3) approving pursuit of up to three new renewable generation projects with a Georgia Power ownership interest; and (4) establishing new nuclear units as a preferred option to meet demand in the 2015/2016 timeframe.
In July 2007, the Georgia PSC ordered Georgia Power to issue a RFP, submit the proposals for new base load generation needed in the 2016-2017 timeframe by February 1, 2008, and file an application to certify the chosen resources by May 1, 2008. The RFP was issued in November 2007. In December 2007, Georgia Power requested, and the Georgia PSC approved, extension of the proposal submission until May 1, 2008 and the filing date of Georgia Power’s application to certify the chosen resources until August 1, 2008.
See MANAGEMENT’S DISCUSSION AND ANALYSIS – RESULTS OF OPERATION – “Fuel and Purchased Power Expenses” of Georgia Power in Item 7 herein for information on the Georgia PSC’s approval of PPAs to begin in 2010.

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Employee Relations
The Southern Company system had a total of 26,742 employees on its payroll at December 31, 2007.
         
 
    Employees at December 31, 2007
 
Alabama Power
    6,980  
Georgia Power
    9,270  
Gulf Power
    1,324  
Mississippi Power
    1,299  
SCS
    4,125  
Southern Holdings*
    1  
Southern Nuclear
    3,267  
Southern Power**
     
Other
    476  
 
Total
    26,742  
 
 
*   One of Southern Holdings’ subsidiaries has an employee. Southern Holdings has agreements with SCS whereby all other employee services are rendered at cost.
 
**   Southern Power has no employees. Southern Power has agreements with SCS and the traditional operating companies whereby employee services are rendered at amounts in compliance with FERC regulations.
The traditional operating companies have separate agreements with local unions of the IBEW generally covering wages, working conditions, and procedures for handling grievances and arbitration. These agreements apply with certain exceptions to operating, maintenance, and construction employees.
Alabama Power has agreements with the IBEW on a five-year contract extending to August 15, 2009. Upon notice given at least 60 days prior to that date, negotiations may be initiated with respect to agreement terms to be effective after such date.
Georgia Power has an agreement with the IBEW covering wages and working conditions, which is in effect through June 30, 2008.
Gulf Power has an agreement with the IBEW covering wages and working conditions, which is in effect through October 14, 2009.
Mississippi Power has an agreement with the IBEW covering wages and working conditions, which is in effect through August 16, 2010.
Southern Nuclear has agreements with the IBEW on a three-year contract extending to June 30, 2008 for Plants Hatch and Vogtle and a three-year contract which is in effect through August 15, 2009 for Plant Farley. Upon notice given at least 60 days prior to these dates, negotiations may be initiated with respect to agreement terms to be effective after such dates.
The agreements also subject the terms of the pension plans for the companies discussed above to collective bargaining with the unions at either a five-year or a 10-year cycle, depending upon union and company actions.

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Item 1A. RISK FACTORS
In addition to the other information in this Form 10-K, including MANAGEMENT’S DISCUSSION AND ANALYSIS – FUTURE EARNINGS POTENTIAL in Item 7 of each registrant, and other documents filed by Southern Company and/or its subsidiaries with the SEC from time to time, the following factors should be carefully considered in evaluating Southern Company and its subsidiaries. Such factors could affect actual results and cause results to differ materially from those expressed in any forward-looking statements made by, or on behalf of, Southern Company and/or its subsidiaries.
Risks Related to the Energy Industry
Southern Company and its subsidiaries are subject to substantial governmental regulation. Compliance with current and future regulatory requirements and procurement of necessary approvals, permits, and certificates may result in substantial costs to Southern Company and its subsidiaries.
Southern Company and its subsidiaries, including the traditional operating companies and Southern Power, are subject to substantial regulation from federal, state, and local regulatory agencies. Southern Company and its subsidiaries are required to comply with numerous laws and regulations and to obtain numerous permits, approvals, and certificates from the governmental agencies that regulate various aspects of their businesses, including customer rates, service regulations, retail service territories, sales of securities, asset acquisitions and sales, accounting policies and practices, and the operation of fossil-fuel, hydroelectric, and nuclear generating facilities. For example, the rates charged to wholesale customers by the traditional operating companies and by Southern Power must be approved by the FERC and failure to maintain FERC market-based rate authority may impact the rates charged to wholesale customers. Additionally, the respective state PSCs must approve the traditional operating companies’ rates for retail customers. While the retail rates approved by the respective state PSCs are designed to provide for recovery of costs and a return on invested capital, there can be no assurance that a state PSC will not deem certain costs to be imprudently incurred and not subject to recovery.
Southern Company and its subsidiaries believe the necessary permits, approvals and certificates have been obtained for its existing operations and that their respective businesses are conducted in accordance with applicable laws; however, the impact of any future revision or changes in interpretations of existing regulations or the adoption of new laws and regulations applicable to Southern Company or any of its subsidiaries cannot now be predicted. Changes in regulation or the imposition of additional regulations could influence the operating environment of Southern Company and its subsidiaries and may result in substantial costs.
Certain events in the energy markets that are beyond the control of Southern Company and its subsidiaries have increased the level of public and regulatory scrutiny in the energy industry and in the capital markets. The reaction to these events may result in new laws or regulations related to the business operations or the accounting treatment of the existing operations of Southern Company and its subsidiaries which could have a negative impact on the net income or access to capital of Southern Company and its subsidiaries.
Companies in regulated and unregulated electric utility businesses have been under an increased amount of public and regulatory scrutiny with respect to, among other things, accounting practices, financial disclosures, and relationships with independent auditors. This increased scrutiny has led to substantial changes in laws and regulations affecting Southern Company and its subsidiaries, including, among other things, enhanced internal control and auditor independence requirements, financial statement certification requirements, more frequent SEC reviews of financial statements, and accelerated and additional SEC filing requirements. New accounting and disclosure requirements have changed the way Southern Company and its subsidiaries are required to record revenues, expenses, assets, and liabilities. Southern Company expects continued regulatory focus on accounting and financial reporting issues. Disruptions in the industry and any resulting additional regulations may have a negative impact on the net income or access to capital of Southern Company and its subsidiaries.
General Risks Related to Operation of Southern Company’s Utility Subsidiaries
The regional power market in which Southern Company and its utility subsidiaries compete may have changing transmission regulatory structures, which could affect the ownership of these assets and related

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revenues and expenses.
The traditional operating companies currently own and operate transmission facilities as part of a vertically integrated utility. Transmission revenues are not separated from generation and distribution revenues in their approved retail rates. Current FERC efforts that may potentially change the regulatory and/or operational structure of transmission include rules related to the standardization of generation interconnection, as well as an inquiry into, among other things, market power by vertically integrated utilities. The financial condition, net income, and cash flows of Southern Company and its utility subsidiaries could be adversely affected by future changes in the federal regulatory or operational structure of transmission.
Deregulation or restructuring in the electric industry may result in increased competition and unrecovered costs which could negatively impact the net income of Southern Company and the traditional operating companies and the value of their respective assets.
Increased competition resulting from restructuring efforts, could have a significant adverse financial impact on Southern Company and the traditional operating companies. Any adoption in the territories served by the traditional operating companies of retail competition and the unbundling of regulated energy service could have a significant adverse financial impact on Southern Company and the traditional operating companies due to an impairment of assets, a loss of retail customers, lower profit margins, an inability to recover reasonable costs, or increased costs of capital. Southern Company and the traditional operating companies cannot predict if or when they may be subject to changes in legislation or regulation, nor can Southern Company and the traditional operating companies predict the impact of these changes.
Additionally, the electric utility industry has experienced a substantial increase in competition at the wholesale level. As a result of changes in federal law and regulatory policy, competition in the wholesale electricity market has greatly increased due to a greater participation by traditional electricity suppliers, non-utility generators, IPPs, wholesale power marketers, and brokers and due to the trading of energy futures contracts on various commodities exchanges. In addition, FERC rules on transmission service are designed to facilitate competition in the wholesale market on a nationwide basis by providing greater flexibility and more choices to wholesale power customers.
Changes to the criteria used by the FERC for approval of market-based rate authority may negatively impact the traditional operating companies’ and Southern Power’s ability to charge market-based rates which could negatively impact the net income and cash flow of Southern Company, the traditional operating companies, and Southern Power.
Each of the traditional operating companies and Southern Power have authorization from the FERC to sell power to nonaffiliates, including short-term opportunity sales, at market-based prices. Specific FERC approval must be obtained with respect to a market-based sale to an affiliate.
In December 2004, the FERC initiated a proceeding to assess Southern Company’s generation dominance within its retail service territory. The ability to charge market-based rates in other markets is not an issue in the proceeding. Any new market-based rate sales by any subsidiary of Southern Company in Southern Company’s retail service territory entered into during a 15-month refund period that ended in May 2006 could be subject to refund to a cost-based rate level.
In late June and July 2007, hearings were held in this proceeding and the presiding administrative law judge issued an initial decision on November 9, 2007 regarding the methodology to be used in the generation dominance tests. The proceedings are ongoing. The ultimate outcome of this generation dominance proceeding cannot now be determined, but an adverse decision by the FERC in a final order could require the traditional operating companies and Southern Power to charge cost-based rates for certain wholesale sales in the Southern Company retail service territory, which may be lower than negotiated market-based rates, and could also result in refunds of up to $19.7 million, plus interest. Southern Company and its subsidiaries believe that there is no meritorious basis for this proceeding and are vigorously defending themselves in this matter.

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On June 21, 2007, the FERC issued its final rule regarding market-based rate authority. The FERC generally retained its current market-based rate standards. The impact of this order and its effect on the generation dominance proceeding cannot now be determined.
Risks Related to Environmental and Climate Change Legislation and Regulation
Southern Company’s and the traditional operating companies’ costs of compliance with environmental laws are significant. The costs of compliance with future environmental laws, including laws and regulations designed to address global climate change, and the incurrence of environmental liabilities could affect unit retirement decisions and negatively impact the net income, cash flows, and financial condition of Southern Company, the traditional operating companies, or Southern Power.
Southern Company, the traditional operating companies, and Southern Power are subject to extensive federal, state, and local environmental requirements which, among other things, regulate air emissions, water discharges, and the management of hazardous and solid waste in order to adequately protect the environment. Compliance with these legal requirements requires Southern Company, the traditional operating companies, and Southern Power to commit significant expenditures for installation of pollution control equipment, environmental monitoring, emissions fees, and permits at all of their respective facilities. These expenditures are significant and Southern Company, the traditional operating companies, and Southern Power expect that they will increase in the future. Through 2007, Southern Company had invested approximately $4.7 billion in capital projects to comply with these requirements, with annual totals of $1.5 billion, $661 million, and $423 million for 2007, 2006, and 2005, respectively. Southern Company expects that capital expenditures to assure compliance with existing and new statutes and regulations will be an additional $1.8 billion, $1.5 billion, and $0.6 billion for 2008, 2009, and 2010, respectively. Because Southern Company’s compliance strategy is impacted by changes to existing environmental laws, statutes, and regulations, the cost, availability, and existing inventory of emission allowances, and Southern Company’s fuel mix, the ultimate outcome cannot be determined at this time.
Litigation over environmental issues and claims of various types, including property damage, personal injury, common law nuisance, and citizen enforcement of environmental requirements, such as opacity and air and water quality standards, has increased generally throughout the United States. In particular, personal injury claims for damages caused by alleged exposure to hazardous materials have become more frequent.
If Southern Company, the traditional operating companies, or Southern Power fail to comply with environmental laws and regulations, even if caused by factors beyond their control, that failure may result in the assessment of civil or criminal penalties and fines. The EPA has filed civil actions against Alabama Power and Georgia Power alleging violations of the new source review provisions of the Clean Air Act. Southern Company is a party to suits alleging its emissions of carbon dioxide, a greenhouse gas, contribute to global warming. An adverse outcome in either of these cases could require substantial capital expenditures that cannot be determined at this time, and could possibly require payment of substantial penalties. Such expenditures could affect unit retirement and replacement decisions, and results of operations, cash flows, and financial condition if such costs are not recovered through regulated rates.
Existing environmental laws and regulations may be revised or new laws and regulations related to global climate change, air quality, or other environmental and health concerns may be adopted or become applicable to Southern Company, the traditional operating companies, and Southern Power. For example, legislative proposals that would impose mandatory requirements on greenhouse gas emissions continue to be considered in Congress. In addition, some states are considering or have undertaken actions to regulate and reduce greenhouse gas emissions. In July 2007, for example, the Governor of the State of Florida signed three executive orders addressing reduction of greenhouse gas emissions within the state, including statewide emission reduction targets beginning in 2017. In 2007, the Supreme Court ruled that the EPA has authority under the Clean Air Act to regulate greenhouse gas emissions from new motor vehicles. The EPA is currently developing its response to this decision. Regulatory decisions that will follow from this response may have implications for both new and existing stationary sources, such as power plants.
New or revised laws and regulations or new interpretations of existing laws and regulations, such as those related to climate change, could affect unit retirement and replacement decisions and/or result in significant additional expense and operating restrictions on the facilities of the traditional operating companies or Southern Power or increased

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compliance costs which may not be fully recoverable from customers and would therefore reduce the net income of Southern Company, the traditional operating companies, or Southern Power. The cost impact of such legislation, regulation, or new interpretations would depend upon the specific requirements enacted and cannot be determined at this time.
Risks Related to Southern Company and its Business
Southern Company may be unable to meet its ongoing and future financial obligations and to pay dividends on its common stock if its subsidiaries are unable to pay upstream dividends or repay funds to Southern Company.
Southern Company is a holding company and, as such, Southern Company has no operations of its own. Substantially all of Southern Company’s consolidated assets are held by subsidiaries. Southern Company’s ability to meet its financial obligations and to pay dividends on its common stock at the current rate is primarily dependent on the net income and cash flows of its subsidiaries and their ability to pay upstream dividends or to repay funds to Southern Company. Prior to funding Southern Company, Southern Company’s subsidiaries have financial obligations that must be satisfied, including among others, debt service and preferred and preference stock dividends. Southern Company’s subsidiaries are separate legal entities and have no obligation to provide Southern Company with funds for its payment obligations.
The financial performance of Southern Company and its subsidiaries may be adversely affected if its subsidiaries are unable to successfully operate their facilities.
Southern Company’s financial performance depends on the successful operation of its subsidiaries’ electric generating, transmission, and distribution facilities. Operating these facilities involves many risks, including:
    operator error or failure of equipment or processes;
 
    operating limitations that may be imposed by environmental or other regulatory requirements;
 
    labor disputes;
 
    terrorist attacks;
 
    fuel or material supply interruptions;
 
    compliance with mandatory reliability standards; and
 
    catastrophic events such as fires, earthquakes, explosions, floods, droughts, hurricanes, pandemic health events such as an avian influenza, or other similar occurrences.
A decrease or elimination of revenues from power produced by the electric generating facilities or an increase in the cost of operating the facilities would reduce the net income and cash flows and could adversely impact the financial condition of the affected traditional operating company or Southern Power and of Southern Company.
The revenues of Southern Company, the traditional operating companies, and Southern Power depend in part on sales under PPAs. The failure of a counterparty to one of these PPAs to perform its obligations, or the failure to renew the PPAs, could have a negative impact on the net income and cash flows of the affected traditional operating company or Southern Power and of Southern Company.
Most of Southern Power’s generating capacity has been sold to purchasers under PPAs having initial terms of five to 15 years. In addition, the traditional operating companies enter into PPAs with non-affiliated parties. Revenues are dependent on the continued performance by the purchasers of their obligations under these PPAs. Even though Southern Power and the traditional operating companies have a rigorous credit evaluation process, the failure of one of the purchasers to perform its obligations could have a negative impact on the net income and cash flows of the affected traditional operating company or Southern Power and of Southern Company. Although these credit

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evaluations take into account the possibility of default by a purchaser, actual exposure to a default by a purchaser may be greater than the credit evaluation predicts. Additionally, neither Southern Power nor any traditional operating company can predict whether the PPAs will be renewed at the end of their respective terms or on what terms any renewals may be made. If a PPA is not renewed, a replacement PPA cannot be assured.
Southern Company, the traditional operating companies, and Southern Power may incur additional costs or delays in the construction of new plants or environmental facilities and may not be able to recover their investment. The facilities of Southern Company, the traditional operating companies, and Southern Power require ongoing capital expenditures.
Certain of the traditional operating companies and Southern Power are in the process of constructing new generating facilities and adding environmental controls equipment at existing generating facilities. Southern Company intends to continue its strategy of developing and constructing other new facilities, expanding existing facilities and adding environmental control equipment. The completion of these types of projects without delays or cost overruns is subject to substantial risks, including:
    shortages and inconsistent quality of equipment, materials, and labor, including environmental laws and regulations;
 
    work stoppages;
 
    permits, approvals, and other regulatory matters;
 
    adverse weather conditions;
 
    unforeseen engineering problems;
 
    environmental and geological conditions;
 
    delays or increased costs to interconnect its facilities to transmission grids;
 
    unanticipated cost increases; and
 
    attention to other projects.
Tightening labor markets in the Southeast and increasing costs of materials have resulted in increasing cost estimates for Southern Company’s subsidiaries’ construction projects. If a traditional operating company or Southern Power is unable to complete the development or construction of a facility or decides to delay or cancel construction of a facility, it may not be able to recover its investment in that facility. In addition, construction delays and contractor performance shortfalls can result in the loss of revenues and may, in turn, adversely affect the net income and financial position of a traditional operating company or Southern Power and of Southern Company. Furthermore, if construction projects are not completed according to specification, a traditional operating company or Southern Power and Southern Company may incur liabilities and suffer reduced plant efficiency, higher operating costs, and reduced net income.
Once facilities come into commercial operation, ongoing capital expenditures are required to maintain reliable levels of operation. Significant portions of the traditional operating companies’ existing facilities were constructed many years ago. Older generation equipment, even if maintained in accordance with good engineering practices, may require significant capital expenditures to maintain efficiency, to comply with changing environmental requirements, or to provide reliable operations.
Changes in technology may make Southern Company’s electric generating facilities owned by the traditional operating companies, and Southern Power less competitive.
A key element of the business model of Southern Company, the traditional operating companies, and Southern Power is that generating power at central station power plants achieves economies of scale and produces power at a

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competitive cost. There are distributed generation technologies that produce power, including fuel cells, microturbines, wind turbines, and solar cells. It is possible that advances in technology will reduce the cost of alternative methods of producing power to a level that is competitive with that of most central station power electric production. If this were to happen and if these technologies achieved economies of scale, the market share of Southern Company, the traditional operating companies, and Southern Power could be eroded, and the value of their respective electric generating facilities could be reduced. It is also possible that rapid advances in central station power generation technology could reduce the value of the current electric generating facilities owned by Southern Company, the traditional operating companies, and Southern Power. Changes in technology could also alter the channels through which retail electric customers buy or utilize power, which could reduce the revenues or increase the expenses of Southern Company, the traditional operating companies, or Southern Power.
Operation of nuclear facilities involves inherent risks, including environmental, health, regulatory, terrorism and financial risks that could result in fines or the closure of Southern Company’s nuclear units owned by Alabama Power or Georgia Power, and which may present potential exposures in excess of insurance coverage.
Alabama Power owns two nuclear units and Georgia Power holds undivided interests in, and contracts for operation of, four nuclear units. These six units are operated by Southern Nuclear and represent approximately 3,680 megawatts, or 8.8%, of Southern Company’s generation capacity as of December 31, 2007. These nuclear facilities are subject to environmental, health and financial risks such as on-site storage of spent nuclear fuel, the ability to dispose of such spent nuclear fuel, the ability to maintain adequate reserves for decommissioning, potential liabilities arising out of the operation of these facilities, and the threat of a possible terrorist attack. Alabama Power and Georgia Power maintain decommissioning trusts and external insurance coverage to minimize the financial exposure to these risks; however, it is possible that damages could exceed the amount of insurance coverage.
The NRC has broad authority under federal law to impose licensing and safety-related requirements for the operation of nuclear generation facilities. In the event of non-compliance, the NRC has the authority to impose fines or shut down a unit, or both, depending upon its assessment of the severity of the situation, until compliance is achieved. NRC orders or new regulations related to increased security measures and any future safety requirements promulgated by the NRC could require Alabama Power and Georgia Power to make substantial operating and capital expenditures at their nuclear plants. In addition, although Alabama Power, Georgia Power, and Southern Company have no reason to anticipate a serious nuclear incident at their plants, if an incident did occur, it could result in substantial costs to Alabama Power or Georgia Power and Southern Company. A major incident at a nuclear facility anywhere in the world could cause the NRC to limit or prohibit the operation or licensing of any domestic nuclear unit.
In addition, potential terrorist threats and increased public scrutiny of utilities could result in increased nuclear licensing or compliance costs that are difficult or impossible to predict.
The generation and energy marketing operations of Southern Company, the traditional operating companies, and Southern Power are subject to risks, many of which are beyond their control, including changes in power prices and fuel costs, that may reduce Southern Company’s, the traditional operating companies,’ and Southern Power’s revenues and increase costs.
The generation and energy marketing operations of Southern Company, the traditional operating companies, and Southern Power are subject to changes in power prices or fuel costs, which could increase the cost of producing power or decrease the amount Southern Company, the traditional operating companies, and Southern Power receive from the sale of power. The market prices for these commodities may fluctuate significantly over relatively short periods of time. Southern Company, the traditional operating companies, and Southern Power attempt to mitigate risks associated with fluctuating fuel costs by passing these costs on to customers through the traditional operating companies’ fuel cost recovery clauses or through PPAs. Among the factors that could influence power prices and fuel costs are:
    prevailing market prices for coal, natural gas, uranium, fuel oil, and other fuels used in the generation facilities of the traditional operating companies and Southern Power including associated transportation costs, and supplies of such commodities;

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    demand for energy and the extent of additional supplies of energy available from current or new competitors;
 
    liquidity in the general wholesale electricity market;
 
    weather conditions impacting demand for electricity;
 
    seasonality;
 
    transmission or transportation constraints or inefficiencies;
 
    availability of competitively priced alternative energy sources;
 
    forced or unscheduled plant outages for the Southern Company system, its competitors, or third party providers;
 
    the financial condition of market participants;
 
    the economy in the service territory, nation and worldwide, including the impact of economic conditions on industrial and commercial demand for electricity and the worldwide demand for fuels;
 
    natural disasters, wars, embargos, acts of terrorism, and other catastrophic events; and
 
    federal, state, and foreign energy and environmental regulation and legislation.
Certain of these factors could increase the expenses of the traditional operating companies or Southern Power and Southern Company. For the traditional operating companies, such increases may not be fully recoverable through rates. Other of these factors could reduce the revenues of the traditional operating companies or Southern Power and Southern Company.
As a result of increasing fuel costs, the traditional operating companies have accrued significant underrecovered fuel cost balances. In addition, Gulf Power has a significant underrecovered balance in its storm cost recovery reserve as a result of Hurricanes Dennis and Katrina. The traditional operating companies may experience similar deficit balances following future storms. While the traditional operating companies are generally authorized to recover underrecovered fuel costs through fuel cost recovery clauses and storm recovery costs through special rate provisions administered by the respective PSCs, recovery may be denied if costs are deemed to be imprudently incurred and delays in the authorization of such recovery could negatively impact the cash flows of the affected traditional operating company and Southern Company.
The use of derivative contracts by Southern Company and its subsidiaries in the normal course of business could result in financial losses that negatively impact the net income of Southern Company and its subsidiaries.
Southern Company and its subsidiaries, including the traditional operating companies and Southern Power, use derivative instruments, such as swaps, options, futures, and forwards, to manage their commodity and financial market risks and, to a lesser extent, engage in limited trading activities. Southern Company and its subsidiaries could recognize financial losses as a result of volatility in the market values of these contracts or if a counterparty fails to perform. In the absence of actively quoted market prices and pricing information from external sources, the valuation of these financial instruments can involve management’s judgment or use of estimates. As a result, changes in the underlying assumptions or use of alternative valuation methods could affect the value of the reported fair value of these contracts.
The traditional operating companies and Southern Power may not be able to obtain adequate fuel supplies, which could limit their ability to operate their facilities.

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The traditional operating companies and Southern Power purchase fuel, including coal, natural gas, uranium, and fuel oil, from a number of suppliers. Disruption in the delivery of fuel, including disruptions as a result of, among other things, transportation delays, weather, labor relations, force majeure events, or environmental regulations affecting any of these fuel suppliers, could limit the ability of the traditional operating companies and Southern Power to operate their respective facilities, and thus reduce the net income of the affected traditional operating company or Southern Power and Southern Company.
The traditional operating companies are dependent on coal for much of their electric generating capacity. Each traditional operating company has coal supply contracts in place; however, there can be no assurance that the counterparties to these agreements will fulfill their obligations to supply coal to the traditional operating companies. The suppliers under these agreements may experience financial or technical problems which inhibit their ability to fulfill their obligations to the traditional operating companies. In addition, the suppliers under these agreements may not be required to supply coal to the traditional operating companies under certain circumstances, such as in the event of a natural disaster. If the traditional operating companies are unable to obtain their coal requirements under these contracts, the traditional operating companies may be required to purchase their coal requirements at higher prices, which may not be fully recoverable through rates.
In addition, Southern Power in particular, and the traditional operating companies to a lesser extent, are dependent on natural gas for a portion of their electric generating capacity. Natural gas supplies can be subject to disruption in the event production or distribution is curtailed. For example, in connection with the 2005 hurricanes in the Gulf of Mexico, production and distribution of natural gas was limited for a period of time, resulting in shortages and significant increases in the price of natural gas. In addition, world market conditions for fuels, including the policies of the Organization of Petroleum Exporting Countries, can impact the price and availability of natural gas.
Demand for power could exceed supply capacity, resulting in increased costs for purchasing capacity in the open market or building additional generation capabilities.
Through the traditional operating companies and Southern Power, Southern Company is currently obligated to supply power to retail customers and wholesale customers under long-term PPAs. At peak times, the demand for power required to meet this obligation could exceed Southern Company’s available generation capacity. Market or competitive forces may require that the traditional operating companies or Southern Power purchase capacity on the open market or build additional generation capabilities. Because regulators may not permit the traditional operating companies to pass all of these purchase or construction costs on to their customers, the traditional operating companies may not be able to recover any of these costs or may have exposure to regulatory lag associated with the time between the incurrence of costs of purchased or constructed capacity and the traditional operating companies’ recovery in customers’ rates. Under Southern Power’s long-term fixed price PPAs, Southern Power would not have the ability to recover any of these costs. These situations could have negative impacts on net income and cash flows for the affected traditional operating company or Southern Power and Southern Company.
The operating results of Southern Company, the traditional operating companies, and Southern Power are affected by weather conditions and may fluctuate on a seasonal and quarterly basis.
Electric power supply is generally a seasonal business. In many parts of the country, demand for power peaks during the summer months, with market prices also peaking at that time. In other areas, power demand peaks during the winter. As a result, the overall operating results of Southern Company, the traditional operating companies, and Southern Power in the future may fluctuate substantially on a seasonal basis. In addition, Southern Company, the traditional operating companies, and Southern Power have historically sold less power when weather conditions are milder. Unusually mild weather in the future could reduce the revenues, net income, available cash and borrowing ability of Southern Company, the traditional operating companies, and Southern Power.
Mirant and The Official Committee of Unsecured Creditors of Mirant Corporation have filed a claim against Southern Company seeking substantial monetary damages in connection with transfers made by Mirant to Southern Company prior to the Mirant spin-off.

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Mirant was an energy company with businesses that included independent power projects and energy trading and risk management companies in the U.S. and selected other countries. It was a wholly-owned subsidiary of Southern Company until its initial public offering in October 2000. In April 2001, Southern Company completed a spin-off to its shareholders of its remaining ownership, and Mirant became an independent corporate entity.
In July 2003, Mirant and certain of its affiliates filed for voluntary reorganization under Chapter 11 of the Bankruptcy Code. In January 2006, Mirant’s plan of reorganization became effective, and Mirant emerged from bankruptcy. As part of the plan, Mirant transferred substantially all of its assets and its restructured debt to a new corporation that adopted the name Mirant Corporation (Reorganized Mirant).
In December 2004, as a result of concluding an IRS audit for the tax years 2000 and 2001, Southern Company paid approximately $39 million in additional tax and interest related to Mirant tax items and filed a claim in Mirant’s bankruptcy case for that amount. Through December 2007, Southern Company received from the IRS approximately $36 million in refunds related to Mirant. Southern Company believes it has a right to recoup the $39 million tax payment owed by Mirant from such tax refunds. As a result, Southern Company intends to retain the tax refunds and reduce its claim against Mirant for the payment of Mirant taxes by the amount of such refunds.  MC Asset Recovery, a special purpose subsidiary of Reorganized Mirant, has objected to and sought to equitably subordinate the Southern Company tax claim in its fraudulent transfer litigation against Southern Company.  Southern Company has reserved the approximately $3 million amount remaining with respect to its Mirant tax claim.
If Southern Company is ultimately required to make any additional payments either with respect to the IRS audit or its contingent obligations under guarantees of Mirant subsidiaries, Mirant’s indemnification obligation to Southern Company for these additional payments, if allowed, would constitute unsecured claims against Mirant, entitled to stock in Reorganized Mirant.
In June 2005, Mirant, as a debtor in possession, and The Official Committee of Unsecured Creditors of Mirant Corporation filed a complaint against Southern Company in the U.S. Bankruptcy Court for the Northern District of Texas, which was amended in July 2005, February 2006, May 2006, and March 2007. In January 2006, MC Asset Recovery was substituted as plaintiff. The fourth amended complaint alleges that Southern Company caused Mirant to engage in certain fraudulent transfers and to pay illegal dividends to Southern Company prior to the spin-off. The complaint also seeks to recharacterize certain advances from Southern Company to Mirant for investments in energy facilities from debt to equity. The complaint further alleges that Southern Company is liable to Mirant’s creditors for the full amount of Mirant’s liability and that Southern Company breached its fiduciary duties to Mirant and its creditors, caused Mirant to breach fiduciary duties to its creditors, and aided and abetted breaches of fiduciary duties by Mirant’s directors and officers. The complaint also seeks recoveries under theories of restitution, unjust enrichment, and alter ego. In addition, the complaint alleges a claim under the Federal Debt Collection Procedure Act (FDCPA) to void certain transfers from Mirant to Southern Company. MC Asset Recovery claims to have standing to assert violations of the FDCPA and to recover property on behalf of the Mirant debtors’ estates. The complaint seeks monetary damages in excess of $2 billion plus interest, punitive damages, attorneys’ fees, and costs. Finally, the complaint includes an objection to Southern Company’s pending claims against Mirant in the Bankruptcy Court (which relate to reimbursement under the separation agreements of payments such as income taxes, interest, legal fees, and other guarantees described in Note 7 to the financial statements of Southern Company in Item 8 herein) and seeks equitable subordination of Southern Company’s claims to the claims of all other creditors. Southern Company served an answer to the complaint in April 2007.
In February 2006, Southern Company’s motion to transfer the case to the U.S. District Court for the Northern District of Georgia was granted. In May 2006, Southern Company filed a motion for summary judgment seeking entry of judgment against the plaintiff as to all counts in the complaint. In December 2006, the U.S. District Court for the Northern District of Georgia granted in part and denied in part the motion. As a result, certain breach of fiduciary duty claims alleged in earlier versions of the complaint were barred; all other claims may proceed. Southern Company believes there is no meritorious basis for the claims in the complaint and is vigorously defending itself in this action. The ultimate outcome of these matters cannot be determined at this time.
IRS challenges to Southern Company’s income tax deductions taken in connection with three international leveraged lease transactions could result in the payment of substantial additional interest and penalties and

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could materially impact Southern Company’s cash flow and net income.
Southern Company undergoes audits by the IRS for each of its tax years. The IRS has completed its audits of Southern Company’s consolidated federal income tax returns for all years prior to 2004. The IRS challenged Southern Company’s deductions related to three international lease transactions (SILO or sale-in-lease-out transactions), in connection with its audits of Southern Company’s 2000 through 2003 tax returns. In the third quarter 2006, Southern Company paid the full amount of the disputed tax and the applicable interest on the SILO issue for tax years 2000 and 2001 and filed a claim for refund which was denied by the IRS. The disputed tax amount was $79 million and the related interest approximately $24 million for these tax years. This payment, and the subsequent IRS disallowance of the refund claim, closed the issue with the IRS and Southern Company initiated litigation in the U.S. District Court for the Northern District of Georgia for a complete refund of tax and interest paid for the 2000 and 2001 tax years. The IRS also challenged the SILO deductions for the tax years 2002 and 2003. The estimated amount of disputed tax and interest for these tax years was approximately $83 million and $15 million, respectively. The tax and interest for these tax years was paid to the IRS in the fourth quarter 2006. Southern Company has accounted for both payments in 2006 as deposits. For the tax years 2000 through 2007, Southern Company has claimed approximately $330 million in tax benefits related to these SILO transactions challenged by the IRS. These tax benefits relate to timing differences and do not impact total net income. Southern Company believes these transactions are valid leases for U.S. tax purposes and the related deductions are allowable. Southern Company is continuing to pursue resolution of these matters; however, the ultimate outcome cannot now be determined. In addition, the U.S. Senate is currently considering legislation that would disallow tax benefits after December 31, 2007 for SILO losses and other international leveraged lease transactions (such as lease-in-lease-out transactions). The ultimate impact on Southern Company’s net income will be dependent on the outcome of the pending litigation and proposed legislation, but could be significant, and potentially material.
Risks Related to Market and Economic Volatility
The business of Southern Company, the traditional operating companies, and Southern Power is dependent on their ability to successfully access capital markets. The inability of Southern Company, any traditional operating company or Southern Power to access capital may limit its ability to execute its business plan or pursue improvements and make acquisitions that Southern Company, the traditional operating companies, or Southern Power may otherwise rely on for future growth.
Southern Company, the traditional operating companies, and Southern Power rely on access to both short-term money markets and longer-term capital markets as a significant source of liquidity for capital requirements not satisfied by the cash flow from their respective operations. If Southern Company, any traditional operating company, or Southern Power is not able to access capital at competitive rates, its ability to implement its business plan or pursue improvements and make acquisitions that Southern Company, the traditional operating companies, or Southern Power may otherwise rely on for future growth will be limited. Each of Southern Company, the traditional operating companies, and Southern Power believes that it will maintain sufficient access to these financial markets based upon current credit ratings. However, certain market disruptions or a downgrade of the credit rating of Southern Company, any traditional operating company, or Southern Power may increase its cost of borrowing or adversely affect its ability to raise capital through the issuance of securities or other borrowing arrangements. Such disruptions could include:
    an economic downturn or uncertainty;
 
    the bankruptcy of an unrelated energy company;
 
    capital market conditions generally;
 
    market prices for electricity and gas;
 
    terrorist attacks or threatened attacks on Southern Company’s facilities or unrelated energy companies;
 
    war or threat of war; or

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    the overall health of the utility industry.
Southern Company, the traditional operating companies, and Southern Power are subject to risks associated with a changing economic environment, including their ability to obtain insurance, the financial stability of their respective customers, and their ability to raise capital.
The threat of terrorism and the hurricanes that affected the Gulf Coast, among other things, have had disruptive effects on the insurance industry. The availability of insurance covering risks that Southern Company, the traditional operating companies, Southern Power, and their respective competitors typically insure against may decrease, and the insurance that Southern Company, the traditional operating companies, and Southern Power are able to obtain may have higher deductibles, higher premiums, and more restrictive policy terms. Any economic downturn or disruption of financial markets could negatively affect the financial stability of their respective customers and counterparties. These factors could adversely affect Southern Company’s subsidiaries’ ability to achieve energy sales growth, thereby decreasing Southern Company’s level of future net income.
Certain of the traditional operating companies have substantial investments in the Gulf Coast region which can be subject to major storm activity. The ability of the traditional operating companies to recover costs and replenish reserves in the event of a major storm, other natural disaster, terrorist attack, or other catastrophic event generally will require regulatory action.
Each traditional operating company maintains a reserve for property damage to cover the cost of damages from major storms to its transmission and distribution lines and the cost of uninsured damages to its generating facilities and other property. In September 2004, Hurricane Ivan hit the Gulf coast of Florida and Alabama, causing significant damage to the service areas of Alabama Power and Gulf Power. In July and August 2005, Hurricanes Dennis and Katrina, respectively, hit the Gulf coast of the United States and caused significant damage in the service areas of Gulf Power, Alabama Power, and Mississippi Power. In each case, costs to the respective traditional operating companies exceeded their respective storm cost reserves and insurance coverage and were subsequently approved for recovery by their respective state PSCs. In the event a traditional operating company experiences a natural disaster, terrorist attack, or other catastrophic event, recovery of costs in excess of reserves and insurance coverage is subject to the approval of its state PSC. While the traditional operating companies generally are entitled to recover prudently incurred costs incurred in connection with such an event, any denial by the applicable state PSC or delay in recovery of any portion of such costs could have a material negative impact on a traditional operating company’s and Southern Company’s results of operations and/or cash flows.
Item 1B. UNRESOLVED STAFF COMMENTS.
None.

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Item 2. PROPERTIES
Electric Properties – The Electric Utilities
The traditional operating companies, Southern Power, and SEGCO, at December 31, 2007, owned and/or operated 34 hydroelectric generating stations, 34 fossil fuel generating stations, 3 nuclear generating stations, and 12 combined cycle/cogeneration stations. The amounts of capacity for each company are shown in the table below.
             
        Nameplate
Generating Station   Location   Capacity (1)
        (Kilowatts)
FOSSIL STEAM
           
Gadsden
  Gadsden, AL     120,000  
Gorgas
  Jasper, AL     1,221,250  
Barry
  Mobile, AL     1,525,000  
Greene County
  Demopolis, AL     300,000 (2)
Gaston Unit 5
  Wilsonville, AL     880,000  
Miller
  Birmingham, AL     2,532,288 (3)
 
           
Alabama Power Total
        6,578,538  
 
           
 
           
Bowen
  Cartersville, GA     3,160,000  
Branch
  Milledgeville, GA     1,539,700  
Hammond
  Rome, GA     800,000  
Kraft
  Port Wentworth, GA     281,136  
McDonough
  Atlanta, GA     490,000  
McIntosh
  Effingham County, GA     163,117  
McManus
  Brunswick, GA     115,000  
Mitchell
  Albany, GA     125,000  
Scherer
  Macon, GA     750,924 (4)
Wansley
  Carrollton, GA     925,550 (5)
Yates
  Newnan, GA     1,250,000  
 
           
Georgia Power Total
        9,600,427  
 
           
 
           
Crist
  Pensacola, FL     970,000  
Daniel
  Pascagoula, MS     500,000 (6)
Lansing Smith
  Panama City, FL     305,000  
Scholz
  Chattahoochee, FL     80,000  
Scherer Unit 3
  Macon, GA     204,500 (4)
 
           
Gulf Power Total
        2,059,500  
 
           
 
           
Daniel
  Pascagoula, MS     500,000 (6)
Eaton
  Hattiesburg, MS     67,500  
Greene County
  Demopolis, AL     200,000 (2)
Sweatt
  Meridian, MS     80,000  
Watson
  Gulfport, MS     1,012,000  
 
           
Mississippi Power Total
        1,859,500  
 
           
 
           
Gaston Units 1-4
  Wilsonville, AL        
SEGCO Total
        1,000,000 (7)
 
           
Total Fossil Steam
        21,097,965  
 
           
 
           
NUCLEAR STEAM
           
Farley
  Dothan, AL        
Alabama Power Total
        1,720,000  
 
           
 
           
Hatch
  Baxley, GA     899,612 (8)
Vogtle
  Augusta, GA     1,060,240 (9)
 
           
Georgia Power Total
        1,959,852  
 
           
Total Nuclear Steam
        3,679,852  
 
           
 
           
COMBUSTION TURBINES
           
Greene County
  Demopolis, AL        
Alabama Power Total
        720,000  
 
           
 
           
Boulevard
  Savannah, GA     59,100  
Bowen
  Cartersville, GA     39,400  
Intercession City
  Intercession City, FL     47,667 (10)
Kraft
  Port Wentworth, GA     22,000  
McDonough
  Atlanta, GA     78,800  
McIntosh Units 1 through 8
  Effingham County, GA     640,000  
McManus
  Brunswick, GA     481,700  
Mitchell
  Albany, GA     118,200  
Robins
  Warner Robins, GA     158,400  
Wansley
  Carrollton, GA     26,322  
Wilson
  Augusta, GA     354,100  
 
           
Georgia Power Total
        2,025,689  
 
           
 
           
Lansing Smith Unit A
  Panama City, FL     39,400  
Pea Ridge Units 1-3
  Pea Ridge, FL     15,000  
 
           
Gulf Power Total
        54,400  
 
           
 
Chevron Cogenerating Station
  Pascagoula, MS     147,292 (11)
Sweatt
  Meridian, MS     39,400  

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        Nameplate
Generating Station   Location   Capacity (1)
        (Kilowatts)
Watson
  Gulfport, MS     39,360  
 
           
Mississippi Power Total
        226,052  
 
           
 
           
Dahlberg
  Jackson County, GA     756,000  
DeSoto
  Arcadia, FL     343,760  
Oleander
  Cocoa, FL     791,301  
Rowan
  Salisbury, NC     455,250  
 
           
Southern Power Total
        2,346,311  
 
           
 
           
Gaston (SEGCO)
  Wilsonville, AL     19,680 (7)
 
           
Total Combustion Turbines
        5,392,132  
 
           
 
           
COGENERATION
           
Washington County
  Washington County, AL     123,428  
GE Plastics Project
  Burkeville, AL     104,800  
Theodore
  Theodore, AL     236,418  
 
           
Total Cogeneration
        464,646  
 
           
 
           
COMBINED CYCLE
           
Barry
  Mobile, AL        
Alabama Power Total
        1,070,424  
 
           
McIntosh Units 10&11
  Effingham County, GA        
Georgia Power Total
        1,318,920  
 
           
Smith
  Lynn Haven, FL        
Gulf Power Total
        545,500  
 
           
Daniel (Leased)
  Pascagoula, MS        
Mississippi Power Total
        1,070,424  
 
           
Franklin
  Smiths, AL     1,198,360  
Harris
  Autaugaville, AL     1,318,920  
Rowan
  Salisbury, NC     530,550  
Stanton Unit A
  Orlando, FL     428,649 (12)
Wansley
  Carrollton, GA     1,073,000  
 
           
Southern Power Total
        4,549,479  
 
           
Total Combined Cycle
        8,554,747  
 
           
 
           
HYDROELECTRIC FACILITIES
           
Bankhead
  Holt, AL     53,985  
Bouldin
  Wetumpka, AL     225,000  
Harris
  Wedowee, AL     132,000  
Henry
  Ohatchee, AL     72,900  
Holt
  Holt, AL     46,944  
Jordan
  Wetumpka, AL     100,000  
Lay
  Clanton, AL     177,000  
Lewis Smith
  Jasper, AL     157,500  
Logan Martin
  Vincent, AL     135,000  
Martin
  Dadeville, AL     182,000  
Mitchell
  Verbena, AL     170,000  
Thurlow
  Tallassee, AL     81,000  
Weiss
  Leesburg, AL     87,750  
Yates
  Tallassee, AL     47,000  
 
           
Alabama Power Total
        1,668,079  
 
           
 
           
Barnett Shoals (Leased)
  Athens, GA     2,800  
Bartletts Ferry
  Columbus, GA     173,000  
Goat Rock
  Columbus, GA     38,600  
Lloyd Shoals
  Jackson, GA     14,400  
Morgan Falls
  Atlanta, GA     16,800  
North Highlands
  Columbus, GA     29,600  
Oliver Dam
  Columbus, GA     60,000  
Rocky Mountain
  Rome, GA     215,256 (13)
Sinclair Dam
  Milledgeville, GA     45,000  
Tallulah Falls
  Clayton, GA     72,000  
Terrora
  Clayton, GA     16,000  
Tugalo
  Clayton, GA     45,000  
Wallace Dam
  Eatonton, GA     321,300  
Yonah
  Toccoa, GA     22,500  
6 Other Plants
        18,080  
 
           
Georgia Power Total
        1,090,336  
 
           
Total Hydroelectric Facilities
        2,758,415  
 
           
 
           
Total Generating Capacity
        41,947,757  
 
           
 
Notes:
 
(1)   See “Jointly-Owned Facilities” herein for additional information.
 
(2)   Owned by Alabama Power and Mississippi Power as tenants in common in the proportions of 60% and 40%, respectively.
 
(3)   Capacity shown is Alabama Power’s portion (91.84%) of total plant capacity.
 
(4)   Capacity shown for Georgia Power is 8.4% of Units 1 and 2 and 75% of Unit 3. Capacity shown for Gulf Power is 25% of Unit 3.
 
(5)   Capacity shown is Georgia Power’s portion (53.5%) of total plant capacity.

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(6)   Represents 50% of the plant which is owned as tenants in common by Gulf Power and Mississippi Power.
 
(7)   SEGCO is jointly-owned by Alabama Power and Georgia Power. See BUSINESS in Item 1 herein for additional information.
 
(8)   Capacity shown is Georgia Power’s portion (50.1%) of total plant capacity.
 
(9)   Capacity shown is Georgia Power’s portion (45.7%) of total plant capacity.
 
(10)   Capacity shown represents 33 1/3% of total plant capacity. Georgia Power owns a 1/3 interest in the unit with 100% use of the unit from June through September. Progress Energy Florida operates the unit.
 
(11)   Generation is dedicated to a single industrial customer.
 
(12)   Capacity shown is Southern Power’s portion (65%) of total plant capacity.
 
(13)   Capacity shown is Georgia Power’s portion (25.4%) of total plant capacity. OPC operates the plant.
Except as discussed below under “Titles to Property,” the principal plants and other important units of the traditional operating companies, Southern Power, and SEGCO are owned in fee by the respective companies. It is the opinion of management of each such company that its operating properties are adequately maintained and are substantially in good operating condition.
Mississippi Power owns a 79-mile length of 500-kilovolt transmission line which is leased to Entergy Gulf States. The line, completed in 1984, extends from Plant Daniel to the Louisiana state line. Entergy Gulf States is paying a use fee over a 40-year period covering all expenses and the amortization of the original $57 million cost of the line. At December 31, 2007, the unamortized portion of this cost was approximately $25 million.
The all-time maximum demand on the traditional operating companies, Southern Power, and SEGCO was 38,777,000 kilowatts and occurred on August 22, 2007. This amount excludes demand served by capacity retained by MEAG, OPC, and SEPA. The reserve margin for the traditional operating companies, Southern Power, and SEGCO at that time was 11.2%. See SELECTED FINANCIAL DATA in Item 6 herein for additional information on peak demands.

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Jointly-Owned Facilities
Alabama Power, Georgia Power, and Southern Power have undivided interests in certain generating plants and other related facilities to or from non-affiliated parties. The percentages of ownership are as follows:
                                                                                                 
            Percentage Ownership
                                                            Progress                
    Total   Alabama   Power   Georgia                           Energy   Southern            
    Capacity   Power   South   Power   OPC   MEAG   Dalton   Florida   Power   OUC   FMPA   KUA
    (Megawatts)                                                                                        
Plant Miller
Units 1 and 2
    1,320       91.8 %     8.2 %     %     %     %     %     %     %     %     %     %
Plant Hatch
    1,796                   50.1       30.0       17.7       2.2                                
Plant Vogtle
    2,320                   45.7       30.0       22.7       1.6                                
Plant Scherer
Units 1 and 2
    1,636                   8.4       60.0       30.2       1.4                                
Plant Wansley
    1,779                   53.5       30.0       15.1       1.4                                
Rocky Mountain
    848                   25.4       74.6                                            
Intercession City, FL
    143                   33.3                         66.7                          
Plant Stanton A
    660                                                 65 %     28 %     3.5 %     3.5 %
 
Alabama Power and Georgia Power have contracted to operate and maintain the respective units in which each has an interest (other than Rocky Mountain and Intercession City) as agent for the joint owners. SCS provides operation and maintenance services for Plant Stanton A.
In addition, Georgia Power has commitments regarding a portion of a five percent interest in Plant Vogtle owned by MEAG that are in effect until the later of retirement of the plant or the latest stated maturity date of MEAG’s bonds issued to finance such ownership interest. The payments for capacity are required whether any capacity is available. The energy cost is a function of each unit’s variable operating costs. Except for the portion of the capacity payments related to the Georgia PSC’s disallowances of Plant Vogtle costs, the cost of such capacity and energy is included in purchased power from non-affiliates in Georgia Power’s statements of income in Item 8 herein.
Titles to Property
The traditional operating companies’, Southern Power’s, and SEGCO’s interests in the principal plants (other than certain pollution control facilities, one small hydroelectric generating station leased by Georgia Power, combined cycle units at Plant Daniel leased by Mississippi Power and the land on which five combustion turbine generators of Mississippi Power are located, which is held by easement) and other important units of the respective companies are owned in fee by such companies, subject only to the liens pursuant to pollution control bonds of Alabama Power and Gulf Power on specific pollution control facilities. As of January 26, 2007, Gulf Power’s mortgage indenture and the lien on its principal property were discharged. See Note 6 to the financial statements of Southern Company, Alabama Power, and Gulf Power under “Assets Subject to Lien” and Note 7 to the financial statements of Mississippi Power under “Operating Leases – Plant Daniel Combined Cycle Generating Units” in Item 8 herein for additional information. The traditional operating companies own the fee interests in certain of their principal plants as tenants in common. See “Jointly-Owned Facilities” herein for additional information. Properties such as electric transmission and distribution lines and steam heating mains are constructed principally on rights-of-way which are maintained under franchise or are held by easement only. A substantial portion of lands submerged by reservoirs is held under flood right easements.

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Item 3. LEGAL PROCEEDINGS
(1) United States of America v. Alabama Power (United States District Court for the Northern District of Alabama)
       United States of America v. Georgia Power and Savannah Electric (United States District Court for the Northern District of Georgia)
See “Environmental Matters – New Source Review Actions” in Note 3 to Southern Company’s and each traditional operating company’s financial statements in Item 8 herein for information.
(2) Environmental Remediation
See “Environmental Matters – Environmental Remediation” in Note 3 to the financial statements of Southern Company, Georgia Power, Gulf Power, and Mississippi Power and “Retail Regulatory Matters – Environmental Compliance Overview Plan” in Note 3 to the financial statements of Mississippi Power in Item 8 herein for information related to environmental remediation.
(3) In re: Mirant Corporation, et al. (United States Bankruptcy Court for the Northern District of Texas)
See “Mirant Matters – Mirant Bankruptcy” in Note 3 to Southern Company’s financial statements in Item 8 herein for information.
(4) MC Asset Recovery, LLC v. Southern Company (United States District Court for the Northern District of Georgia) (formerly styled In re: Mirant Corporation, et al. in the United States Bankruptcy Court for the Northern District of Texas)
See “Mirant Matters – MC Asset Recovery Litigation” in Note 3 to Southern Company’s financial statements in Item 8 herein for information.
(5) In re: Mirant Corporation Securities Litigation (United States District Court for the Northern District of Georgia)
See “Mirant Matters – Mirant Securities Litigation” in Note 3 to Southern Company’s financial statements in Item 8 herein for information.
(6) Right of Way Litigation
See “Right of Way Litigation” in Note 3 to Southern Company’s, Georgia Power’s, Gulf Power’s, and Mississippi Power’s financial statements in Item 8 herein for information.
See Note 3 to each registrant’s financial statements in Item 8 herein for descriptions of additional legal and administrative proceedings discussed therein.

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Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Southern Company, Alabama Power, Gulf Power, Mississippi Power, and Southern Power
None.
Georgia Power
By written consent, in lieu of a special meeting of the sole common shareholder of Georgia Power, effective October 8, 2007, the sole shareholder approved an amendment to the Charter of Georgia Power to establish a new series of preference stock designated as the “6.50% Series 2007A Preference Stock, Non-Cumulative, Par Value $100 Per Share” (Amendment).
All of the 9,261,500 outstanding shares of Georgia Power’s common stock were owned by Southern Company and were voted in favor of the Amendment.

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EXECUTIVE OFFICERS OF SOUTHERN COMPANY
(Identification of executive officers of Southern Company is inserted in Part I in accordance with Regulation S-K, Item  401(b) , Instruction 3.) The ages of the officers set forth below are as of December 31, 2007.
David M. Ratcliffe
Chairman, President, Chief Executive Officer, and Director
Age 59
Elected in 1999. President since April 2004; Chairman and Chief Executive Officer since July 2004. Previously served as Chief Executive Officer of Georgia Power from June 1999 to April 2004; and President of Georgia Power from June 1999 to December 2003.
W. Paul Bowers
Executive Vice President and Chief Financial Officer
Age 51
Elected in 2001. Executive Vice President and Chief Financial Officer since February 1, 2008 and Executive Vice President since May 2007. Previously served as President of Southern Company Generation, a business unit of Southern Company, and Executive Vice President of SCS since May 2001; and President and Chief Executive Officer of Southern Power from May 2001 through March 2005.
Thomas A. Fanning
Executive Vice President and Chief Operating Officer
Age 50
Elected in 2003. Executive Vice President and Chief Operating Officer since February 1, 2008. Previously served as Executive Vice President and Chief Financial Officer from May 2007 through January 2008; Executive Vice President, Chief Financial Officer, and Treasurer from April 2003 to May 2007; and President, Chief Executive Officer, and Director of Gulf Power from 2002 to April 2003.
Michael D. Garrett
Executive Vice President
Age 58
Elected in 2004. Executive Vice President since January 1, 2004. He also serves as President and Director of Georgia Power since January 1, 2004 and Chief Executive Officer of Georgia Power since April 2004. Previously served as President, Chief Executive Officer, and Director of Mississippi Power from 2001 to 2003.
G. Edison Holland, Jr.
Executive Vice President, General Counsel, and Secretary
Age 55
Elected in 2001. Executive Vice President and General Counsel since 2001.
C. Alan Martin
President and Chief Executive Officer of SCS
Age 59
Elected in 2008. President and Chief Executive Officer of SCS since February 1, 2008. Previously served as Executive Vice President of the Customer Service Organization at Alabama Power from May 2001 through January 2008.
Charles D. McCrary
Executive Vice President
Age 56
Elected in 1998. Executive Vice President of Southern Company since February 2002; President, Chief Executive Officer, and Director of Alabama Power since October 2001.

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J. Barnie Beasley
President and Chief Executive Officer of Southern Nuclear
Age 56
Elected in 2004. President and Chief Executive Officer of Southern Nuclear since September 2004. Previously served as Executive Vice President of Southern Nuclear from January 2004 to September 2004; and Vice President from July 1998 through December 2003.
The officers of Southern Company were elected for a term running from the first meeting of the directors following the last annual meeting (May 23, 2007) for one year until the first board meeting after the next annual meeting or until their successors are elected and have qualified, except for Mr. Martin whose election was effective on February 1, 2008.

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EXECUTIVE OFFICERS OF ALABAMA POWER
(Identification of executive officers of Alabama Power is inserted in Part I in accordance with Regulation S-K, Item  401(b) , Instruction 3.) The ages of the officers set forth below are as of December 31, 2007.
Charles D. McCrary
President, Chief Executive Officer, and Director
Age 56
Elected in 2001. President, Chief Executive Officer, and Director since October 2001; Executive Vice President of Southern Company since February 2002.
Art P. Beattie
Executive Vice President, Chief Financial Officer, and Treasurer
Age 53
Elected in 2004. Executive Vice President, Chief Financial Officer, and Treasurer since February 2005. Previously served as Vice President and Comptroller of Alabama Power from 1998 through January 2005.
Mark A. Crosswhite
Executive Vice President
Age 45
Elected in 2008. Executive Vice President of External Affairs since February 1, 2008. Previously served as Senior Vice President and Counsel of Alabama Power from July 2006 through January 2008; Senior Vice President, General Counsel, and Assistant Secretary of Southern Power from March 2004 through January 2005; and Vice President of SCS from March 2004 through January 2008. Prior to March 2004, Mr. Crosswhite was a partner at the law firm of Balch & Bingham LLP.
Steven R. Spencer
Executive Vice President
Age 52
Elected in 2001. Executive Vice President of the Customer Service Organization since February 1, 2008. Previously served as Executive Vice President of External Affairs from 2001 through January 2008.
Jerry L. Stewart
Senior Vice President
Age 58
Elected in 1999. Senior Vice President of Fossil and Hydro Generation since 1999.
The officers of Alabama Power were elected for a term running from the last annual organizational meeting of the directors (July 27, 2007) for one year until the next annual meeting or until their successors are elected and have qualified, except for Mr. Crosswhite whose election was effective February 1, 2008.

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EXECUTIVE OFFICERS OF GEORGIA POWER
(Identification of executive officers of Georgia Power is inserted in Part I in accordance with Regulation S-K, Item  401(b) , Instruction 3.) The ages of the officers set forth below are as of December 31, 2007.
Michael D. Garrett
President, Chief Executive Officer, and Director
Age 58
Elected in 2003. President, Chief Executive Officer, and Director of Georgia Power since April 2004. Previously served as President and Director of Georgia Power from January 2004 to April 2004; President, Chief Executive Officer, and Director of Mississippi Power from May 2001 through December 2003.
Mickey A. Brown
Executive Vice President
Age 60
Elected in 2001. Executive Vice President of the Customer Service Organization since January 2005. Previously served as Senior Vice President of Distribution from May 2001 through December 2004.
Cliff S. Thrasher
Executive Vice President, Chief Financial Officer, and Treasurer
Age 57
Elected in 2005. Executive Vice President, Chief Financial Officer, and Treasurer since March 2005. Previously served as Senior Vice President, Comptroller, and Chief Financial Officer of Southern Power from November 2002 to March 2005 and Vice President of SCS from June 2002 to March 2005.
Christopher C. Womack
Executive Vice President
Age 49
Elected in 2001. Executive Vice President of External Affairs since March 2006. Previously served as Senior Vice President of Fossil and Hydro Generation and Senior Production Officer from December 2001 to February 2006.
Judy M. Anderson
Senior Vice President
Age 59
Elected in 2001. Senior Vice President of Charitable Giving since 2001.
Douglas E. Jones
Senior Vice President
Age 49
Elected in 2005. Senior Vice President of Fossil and Hydro Generation since March 2006. Previously served as Senior Vice President of Customer Service and Sales from January 2005 to February 2006; Executive Vice President of Southern Power from January 2004 to January 2005; Senior Vice President of SCS from December 2001 to January 2004.
James H. Miller, III
Senior Vice President and General Counsel
Age 58
Elected in 2004. Senior Vice President and General Counsel since March 2004. Previously served as Vice President and Associate General Counsel for SCS and Senior Vice President, General Counsel, and Assistant Secretary of Southern Power from August 2001 through February 2004.
Each of the above is currently an executive officer of Georgia Power, serving a term running from the last annual organizational meeting of the directors (May 16, 2007) for one year until the next annual meeting or until their successors are elected and qualified.

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EXECUTIVE OFFICERS OF MISSISSIPPI POWER
(Identification of executive officers of Mississippi Power is inserted in Part I in accordance with Regulation S-K, Item  401(b) , Instruction 3.) The ages of the officers set forth below are as of December 31, 2007.
Anthony J. Topazi
President, Chief Executive Officer, and Director
Age 57
Elected in 2003. President, Chief Executive Officer, and Director since January 1, 2004. Previously served as Executive Vice President of Southern Company Generation and Energy Marketing from November 2000 to December 2003; and Senior Vice President of Southern Power from November 2002 to December 2003.
John W. Atherton
Vice President
Age 47
Elected in 2004. Vice President of External Affairs since January 2005. Previously served as the Director of Economic Development from September 2003 to January 2005; and Manager, Sales and Marketing Services from April 2002 to August 2003.
Kimberly D. Flowers
Vice President
Age 44
Elected in 2005. Vice President and Senior Production Officer since March 2005. Previously served as Plant Manager, Plant Bowen, Georgia Power from November 2000 until March 2005.
Donald R. Horsley
Vice President
Age 53
Elected in 2006. Vice President of Customer Services and Retail Marketing since April 2006. Previously served as Vice President of Transmission at Alabama Power from March 2005 to March 2006 and Manager, Transmission Lines at Alabama Power from February 2001 to March 2005.
Frances V. Turnage
Vice President, Treasurer, and
Chief Financial Officer
Age 59
Elected in 2005. Vice President, Treasurer, and Chief Financial Officer since March 2005. Previously served as Comptroller from 1993 to March 2005.
The officers of Mississippi Power were elected for a term running from the last annual organizational meeting of the directors (April 11, 2007) for one year until the next annual meeting or until their successors are elected and have qualified.

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PART II
Item 5.   MARKET FOR REGISTRANTS’ COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
(a)(1) The common stock of Southern Company is listed and traded on the New York Stock Exchange. The common stock is also traded on regional exchanges across the United States. The high and low stock prices for each quarter of the past two years were as follows:
                 
    High   Low
2007
               
First Quarter
  $ 37.25     $ 34.85  
Second Quarter
    38.90       33.50  
Third Quarter
    37.70       33.16  
Fourth Quarter
    39.35       35.15  
 
               
2006
               
First Quarter
  $ 35.89     $ 32.34  
Second Quarter
    33.25       30.48  
Third Quarter
    35.00       32.01  
Fourth Quarter
    37.40       34.49  
 
There is no market for the other registrants’ common stock, all of which is owned by Southern Company.
(a)(2) Number of Southern Company’s common stockholders of record at December 31, 2007: 102,903
Each of the other registrants have one common stockholder, Southern Company.
(a)(3) Dividends on each registrant’s common stock are payable at the discretion of their respective board of directors. The dividends on common stock declared by Southern Company and the traditional operating companies to their stockholder(s) for the past two years were as follows:
                         
Registrant   Quarter   2007   2006
            (in thousands)
Southern Company
  First   $ 290,292     $ 276,442  
 
  Second     303,699       287,704  
 
  Third     304,775       287,845  
 
  Fourth     306,039       288,440  
 
                       
Alabama Power
  First     116,250       110,150  
 
  Second     116,250       110,150  
 
  Third     116,250       110,150  
 
  Fourth     116,250       110,150  
 
                       
Georgia Power
  First     172,475       157,500  
 
  Second     172,475       157,500  
 
  Third     172,475       157,500  
 
  Fourth     172,475       157,500  
 
                       
Gulf Power
  First     18,525       17,575  
 
  Second     18,525       17,575  
 
  Third     18,525       17,575  
 
  Fourth     18,525       17,575  
 
Mississippi Power
  First     16,825       16,300  
 
  Second     16,825       16,300  
 
  Third     16,825       16,300  
 
  Fourth     16,825       16,300  

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In 2006 and 2007, Southern Power paid dividends to Southern Company as follows:
                         
Registrant   Quarter   2007   2006
            (in millions)
Southern Power
  First   $ 22.45     $  
 
  Second     22.45       38.9  
 
  Third     22.45       19.4  
 
  Fourth     22.45       19.4  
The dividend paid per share of Southern Company’s common stock was 37.25¢ in the first quarter of 2006 and 38.75¢ for the remaining quarters of 2006 and the first quarter of 2007. For the second, third, and fourth quarters of 2007, the dividend paid per share of Southern Company’s common stock was 40.25¢.
The traditional operating companies and Southern Power can only pay dividends to Southern Company out of retained earnings or paid-in-capital.
Southern Power’s credit facility contains potential limitations on the payment of common stock dividends. At December 31, 2007, Southern Power was in compliance with the conditions of this credit facility and thus had no restrictions on its ability to pay common stock dividends. See Note 8 to the financial statements of Southern Company under “Common Stock Dividend Restrictions” and Note 6 to the financial statements of Southern Power under “Dividend Restrictions” in Item 8 herein for additional information regarding these restrictions.
(a)(4) Securities authorized for issuance under equity compensation plans.
See Part III, Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters under the heading “Equity Compensation Plan Information” herein.
(b) Use of Proceeds
Not applicable.
(c) Issuer Purchases of Equity Securities
None.
Item 6. SELECTED FINANCIAL DATA
Southern Company. See “SELECTED CONSOLIDATED FINANCIAL AND OPERATING DATA,” contained herein at pages II-97 and II-98.
Alabama Power. See “SELECTED FINANCIAL AND OPERATING DATA,” contained herein at pages II-159 and II-160.
Georgia Power. See “SELECTED FINANCIAL AND OPERATING DATA,” contained herein at pages II-225 and II-226.
Gulf Power. See “SELECTED FINANCIAL AND OPERATING DATA,” contained herein at pages II-282 and II-283.
Mississippi Power. See “SELECTED FINANCIAL AND OPERATING DATA,” contained herein at pages II-343 and II-344.
Southern Power. See “SELECTED CONSOLIDATED FINANCIAL AND OPERATING DATA,” contained herein at page II-382.
Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Southern Company. See “MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS,” contained herein at pages II-12 through II-45.

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Alabama Power. See “MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS,” contained herein at pages II-102 through II-122.
Georgia Power. See “MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS,” contained herein at pages II-164 through II-185.
Gulf Power. See “MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS,” contained herein at pages II-230 through II-250.
Mississippi Power. See “MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS,” contained herein at pages II-287 through II-309.
Southern Power. See “MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS,” contained herein at pages II-348 through II-364.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
See MANAGEMENT’S DISCUSSION AND ANALYSIS - FINANCIAL CONDITION AND LIQUIDITY – “Market Price Risk” of each of the registrants in Item 7 herein and Note 1 of each of the registrant’s financial statements under “Financial Instruments” in Item 8 herein. See also Note 6 to the financial statements of Southern Company, each traditional operating company, and Southern Power under “Financial Instruments” in Item 8 herein.

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Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INDEX TO 2007 FINANCIAL STATEMENTS
         
    Page
The Southern Company and Subsidiary Companies:
       
  II-9
       
  II-10
  II-11
  II-46
  II-47
  II-48
  II-50
  II-52
  II-52
  II-53
 
       
Alabama Power:
       
  II-100
  II-101
  II-123
  II-124
  II-125
  II-127
  II-129
  II-129
  II-130
 
       
Georgia Power:
       
  II-162
  II-163
  II-186
  II-187
  II-188
  II-190
  II-191
  II-191
  II-192
 
       
Gulf Power:
       
  II-228
  II-229
  II-251
  II-252
  II-253
  II-255
  II-256
  II-256
  II-257

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    Page
Mississippi Power:
       
  II-285
  II-286
  II-310
  II-311
  II-312
  II-314
  II-315
  II-315
  II-316
 
       
Southern Power and Subsidiary Companies:
       
  II-346
  II-347
  II-365
  II-366
  II-367
  II-369
  II-369
  II-370
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.

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Item 9A. CONTROLS AND PROCEDURES
Disclosure Controls And Procedures.
As of the end of the period covered by this annual report, Southern Company conducted an evaluation under the supervision and with the participation of Southern Company’s management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the disclosure controls and procedures (as defined in Sections 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934). Based upon this evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that the disclosure controls and procedures are effective in alerting them in a timely manner to material information relating to Southern Company (including its consolidated subsidiaries) required to be included in periodic filings with the SEC.
Internal Control Over Financial Reporting.
      (a) Management’s Annual Report on Internal Control Over Financial Reporting.
Southern Company’s Management’s Report on Internal Control Over Financial Reporting is included on page II-9 of this Form 10-K.
      (b) Attestation Report of the Registered Public Accounting Firm.
The report of Deloitte & Touche LLP, Southern Company’s independent registered public accounting firm, regarding Southern Company’s internal control over financial reporting is included on page II-10 of this Form 10-K.
      (c) Changes in internal controls.
There have been no changes in Southern Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934) during the fourth quarter 2007 that have materially affected or are reasonably likely to materially affect Southern Company’s internal control over financial reporting.
Item 9A(T). CONTROLS AND PROCEDURES
Disclosure Controls And Procedures.
As of the end of the period covered by this annual report, Alabama Power, Georgia Power, Gulf Power, Mississippi Power, and Southern Power conducted separate evaluations under the supervision and with the participation of each company’s management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the disclosure controls and procedures (as defined in Sections 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934). Based upon these evaluations, the Chief Executive Officer and the Chief Financial Officer, in each case, concluded that the disclosure controls and procedures are effective in alerting them in a timely manner to material information relating to their company (including its consolidated subsidiaries, if any) required to be included in periodic filings with the SEC.
Internal Control Over Financial Reporting.
      (a) Management’s Annual Report on Internal Control Over Financial Reporting.
Alabama Power’s Management’s Report on Internal Control Over Financial Reporting is included on page II-100 of this Form 10-K.
Georgia Power’s Management’s Report on Internal Control Over Financial Reporting is included on page II-162 of this Form 10-K.
Gulf Power’s Management’s Report on Internal Control Over Financial Reporting is included on page II-228 of this Form 10-K.

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Mississippi Power’s Management’s Report on Internal Control Over Financial Reporting is included on page II-285 of this Form 10-K.
Southern Power’s Management’s Report on Internal Control Over Financial Reporting is included on page II-346 of this Form 10-K.
      (b) Changes in internal controls.
There have been no changes in Alabama Power’s, Georgia Power’s, Gulf Power’s, Mississippi Power’s, or Southern Power’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934) during the fourth quarter 2007 that have materially affected or are reasonably likely to materially affect Alabama Power’s, Georgia Power’s, Gulf Power’s, Mississippi Power’s, or Southern Power’s internal control over financial reporting.
Item 9B. OTHER INFORMATION
     None.

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THE SOUTHERN COMPANY
AND SUBSIDIARY COMPANIES
FINANCIAL SECTION

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MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Southern Company and Subsidiary Companies 2007 Annual Report
Southern Company’s management is responsible for establishing and maintaining an adequate system of internal control over financial reporting as required by the Sarbanes-Oxley Act of 2002 and as defined in Exchange Act Rule 13a-15(f). A control system can provide only reasonable, not absolute, assurance that the objectives of the control system are met.
Under management’s supervision, an evaluation of the design and effectiveness of Southern Company’s internal control over financial reporting was conducted based on the framework in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management concluded that Southern Company’s internal control over financial reporting was effective as of December 31, 2007.
Deloitte & Touche LLP, an independent registered public accounting firm, as auditors of Southern Company’s financial statements, has issued an attestation report on the effectiveness of Southern Company’s internal control over financial reporting as of December 31, 2007. Deloitte & Touche LLP’s report on Southern Company’s internal control over financial reporting is included herein.
/s/ David M. Ratcliffe
David M. Ratcliffe
Chairman, President, and Chief Executive Officer
/s/ W. Paul Bowers
W. Paul Bowers
Executive Vice President and Chief Financial Officer
February 25, 2008

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Internal Control Over Financial Reporting
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
Southern Company
We have audited the internal control over financial reporting of Southern Company and Subsidiary Companies (the “Company”) as of December 31, 2007, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting (page II-9). Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A company’s internal control over financial reporting is a process designed by, or under the supervision of, the company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the company’s board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2007, based on the criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements as of and for the year ended December 31, 2007 of the Company and our report dated February 25, 2008 expressed an unqualified opinion on those financial statements and included an explanatory paragraph regarding changes in the method of accounting for uncertainty in income taxes and the method of accounting for the impact of changes in the timing of income tax cash flows generated by leveraged leases in 2007 and a change in the method of accounting for the funded status of defined benefit pension and other postretirement plans in 2006.
/s/ Deloitte & Touche LLP
Atlanta, Georgia
February 25, 2008

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Consolidated Financial Statements
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
Southern Company
We have audited the accompanying consolidated balance sheets and consolidated statements of capitalization of Southern Company and Subsidiary Companies (the “Company”) as of December 31, 2007 and 2006, and the related consolidated statements of income, comprehensive income, common stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2007. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such consolidated financial statements (pages II-46 to II-95) present fairly, in all material respects, the financial position of Southern Company and Subsidiary Companies at December 31, 2007 and 2006, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2007, in conformity with accounting principles generally accepted in the United States of America.
As discussed in Notes 3 and 5 to the financial statements, in 2007 the Company changed its method of accounting for uncertainty in income taxes and its method of accounting for the impact of changes in the timing of income tax cash flows generated by leveraged leases. As discussed in Note 2 to the financial statements, in 2006 the Company changed its method of accounting for the funded status of defined benefit pension and other postretirement plans.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company’s internal control over financial reporting as of December 31, 2007, based on the criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 25, 2008 expressed an unqualified opinion on the Company’s internal control over financial reporting.
/s/ Deloitte & Touche LLP
Atlanta, Georgia
February 25, 2008

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Southern Company and Subsidiary Companies 2007 Annual Report
OVERVIEW
Business Activities
The primary business of Southern Company (the Company) is electricity sales in the Southeast by the traditional operating companies — Alabama Power, Georgia Power, Gulf Power, and Mississippi Power — and Southern Power. The four traditional operating companies are vertically integrated utilities providing electric service in four Southeastern states. Southern Power constructs, acquires, and manages generation assets and sells electricity at market-based rates in the wholesale market.
Many factors affect the opportunities, challenges, and risks of Southern Company’s electricity business. These factors include the traditional operating companies’ ability to maintain a stable regulatory environment, to achieve energy sales growth, and to effectively manage and secure timely recovery of rising costs. Each of the traditional operating companies has various regulatory mechanisms that operate to address cost recovery. Since 2005, the traditional operating companies have completed a number of regulatory proceedings that provide for the timely recovery of costs. Appropriately balancing required costs and capital expenditures with customer prices will continue to challenge the Company for the foreseeable future.
Another major factor is the profitability of the competitive market-based wholesale generating business and federal regulatory policy, which may impact Southern Company’s level of participation in this market. Southern Power continues to execute its regional strategy through a combination of acquiring and constructing new power plants and by entering into power purchase agreements (PPAs) with investor owned utilities, independent power producers, municipalities, and electric cooperatives. The Company continues to face regulatory challenges related to transmission and market power issues at the national level.
Southern Company’s other business activities include leveraged lease projects, telecommunications, energy-related services, and an investment in a synthetic fuel producing entity which claimed federal income tax credits designed to offset its operating losses. The availability of synthetic fuel tax credits and the Company’s investment in these activities ended on December 31, 2007. Management continues to evaluate the contribution of each of these remaining activities to total shareholder return and may pursue acquisitions and dispositions accordingly.
Key Performance Indicators
In striving to maximize shareholder value while providing cost-effective energy to more than four million customers, Southern Company continues to focus on several key indicators. These indicators include customer satisfaction, plant availability, system reliability, and earnings per share (EPS), excluding earnings from synthetic fuel investments. Southern Company’s financial success is directly tied to the satisfaction of its customers. Key elements of ensuring customer satisfaction include outstanding service, high reliability, and competitive prices. Management uses customer satisfaction surveys and reliability indicators to evaluate the Company’s results.
Peak season equivalent forced outage rate (Peak Season EFOR) is an indicator of fossil/hydro plant availability and efficient generation fleet operations during the months when generation needs are greatest. The rate is calculated by dividing the number of hours of forced outages by total generation hours. The fossil/hydro 2007 Peak Season EFOR of 1.60% was better than the target. The nuclear generating fleet also uses Peak Season EFOR as an indicator of availability and efficient generation fleet operations during the peak season. The nuclear 2007 Peak Season EFOR of 0.94% was also better than target. Transmission and distribution system reliability performance is measured by the frequency and duration of outages. Performance targets for reliability are set internally based on historical performance, expected weather conditions, and expected capital expenditures. The performance for 2007 was better than target for these reliability measures.

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MANAGEMENT’S DISCUSSION AND ANALYSIS (continued)
Southern Company and Subsidiary Companies 2007 Annual Report
Southern Company’s synthetic fuel investments have generated tax credits as a result of synthetic fuel production. Due to higher oil prices in 2006 and 2007, these tax credits were partially phased out and one synthetic fuel investment was terminated in 2006. These tax credits were no longer available after December 31, 2007. Southern Company management uses EPS, excluding earnings from synthetic fuel investments, to evaluate the performance of Southern Company’s ongoing business activities. Southern Company believes the presentation of earnings and EPS excluding the results of the synthetic fuel investments also is useful for investors because it provides investors with additional information for purposes of comparing Southern Company’s performance for such periods. The presentation of this additional information is not meant to be considered a substitute for financial measures prepared in accordance with generally accepted accounting principles.
Southern Company’s 2007 results compared with its targets for some of these key indicators are reflected in the following chart:
                 
    2007 Target   2007 Actual
Key Performance Indicator   Performance   Performance
    Top quartile in    
Customer Satisfaction
  customer surveys   Top quartile
Peak Season EFOR — fossil/hydro
  2.75% or less     1.60 %
Peak Season EFOR — nuclear
  2.00% or less     0.94 %
Basic EPS
  $ 2.18 — $2.25     $ 2.29  
EPS, excluding earnings from synthetic fuel investments
  $ 2.13 — $2.18     $ 2.21  
See RESULTS OF OPERATIONS herein for additional information on the Company’s financial performance. The financial performance achieved in 2007 reflects the continued emphasis that management places on these indicators as well as the commitment shown by employees in achieving or exceeding management’s expectations.
Earnings
Southern Company’s net income was $1.73 billion in 2007, an increase of 10.2% from the prior year. The higher earnings compared with the prior year were primarily the result of a warm summer and state regulatory actions. These positive factors were offset in part by higher non-fuel operations and maintenance expenses, higher interest expense, and higher asset depreciation primarily associated with increased investment in environmental equipment at generating plants and transmission and distribution related to maintaining reliability. Net income was $1.57 billion in 2006 and $1.59 billion in 2005, reflecting a 1.1% decrease and a 3.8% increase over the prior year, respectively. Basic EPS was $2.29 in 2007, $2.12 in 2006, and $2.14 in 2005. Diluted EPS, which factors in additional shares related to stock options, was $2.28 for 2007, $2.10 for 2006, and $2.13 for 2005.
Dividends
Southern Company has paid dividends on its common stock since 1948. Dividends paid per share of common stock were $1.595 in 2007, $1.535 in 2006, and $1.475 in 2005. In January 2008, Southern Company declared a quarterly dividend of 40.25 cents per share. This is the 241st consecutive quarter that Southern Company has paid a dividend equal to or higher than the previous quarter. The Company targets a dividend payout ratio of approximately 70% of net income, excluding earnings from synthetic fuel investments. For 2007, the actual payout ratio was 72%, excluding earnings from synthetic fuel investments, and 69.5% overall.
RESULTS OF OPERATIONS
Electricity Business
Southern Company’s electric utilities generate and sell electricity to retail and wholesale customers in the Southeast.

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MANAGEMENT’S DISCUSSION AND ANALYSIS (continued)
Southern Company and Subsidiary Companies 2007 Annual Report
A condensed income statement for the electricity business follows:
                                 
            Increase (Decrease)
    Amount   from Prior Year
 
    2007     2007     2006     2005  
 
            (in millions)        
Electric operating revenues
  $ 15,140     $ 1,052     $ 810     $ 1,813  
 
Fuel
    5,844       701       655       1,089  
Purchased power
    515       (28 )     (188 )     88  
Other operations and maintenance
    3,473       183       70       215  
Depreciation and amortization
    1,215       51       27       229  
Taxes other than income taxes
    738       23       39       52  
 
Total electric operating expenses
    11,785       930       603       1,673  
 
Operating income
    3,355       122       207       140  
Other income, net
    121       68       (9 )     38  
Interest expense and dividends
    812       61       75       62  
Income taxes
    950       1       50       24  
 
Net income
  $ 1,714     $ 128     $ 73     $ 92  
 
Electric Operating Revenues
Details of electric operating revenues were as follows:
                         
    Amount  
 
    2007     2006     2005  
 
    (in millions)  
Retail — prior year
  $ 11,800.6     $ 11,164.9     $ 9,732.1  
Estimated change in —
                       
Rates and pricing
    161.3       9.0       309.0  
Sales growth
    59.6       114.4       105.0  
Weather
    54.0       34.9       33.8  
Fuel and other cost recovery
    563.0       477.4       985.0  
 
Retail — current year
    12,638.5       11,800.6       11,164.9  
Wholesale revenues
    1,988.3       1,821.7       1,667.0  
Other electric operating revenues
    513.7       465.7       446.2  
 
Electric operating revenues
  $ 15,140.5     $ 14,088.0     $ 13,278.1  
 
Percent change
    7.5 %     6.1 %     15.8 %
 
Retail revenues increased $838 million, $636 million, and $1.4 billion in 2007, 2006, and 2005, respectively. The significant factors driving these changes are shown in the preceding table. The increase in rates and pricing in 2007 was primarily due to Alabama Power’s increase under its Rate Stabilization and Equalization Plan (Rate RSE), as ordered by the Alabama Public Service Commission (PSC). See Note 3 to the financial statements under “Alabama Power Retail Regulatory Matters” for additional information. Partially offsetting the 2007 increase was a decrease in contributions from market-based rates to large commercial and industrial customers at Georgia Power. The 2006 increase in rates and pricing when compared to the prior year was not material. The increase in rates and pricing in 2005 was primarily due to approval by the Georgia PSC of a retail base rate increase at Georgia Power. See “Energy Sales” below for a discussion of changes in the volume of energy sold, including changes related to sales growth and weather.
Electric rates for the traditional operating companies include provisions to adjust billings for fluctuations in fuel costs, including the energy component of purchased power costs. Under these provisions, fuel revenues generally

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MANAGEMENT’S DISCUSSION AND ANALYSIS (continued)
Southern Company and Subsidiary Companies 2007 Annual Report
equal fuel expenses, including the fuel component of purchased power, and do not affect net income. The traditional operating companies may also have one or more regulatory mechanisms to recover other costs such as environmental, storm damage, new plants, and PPAs.
Wholesale revenues consist of PPAs with investor-owned utilities and electric cooperatives, short-term opportunity sales, and unit power sales contracts. Southern Company’s average wholesale contract extends more than 11 years and, as a result, the Company has significantly limited its remarketing risk.
In 2007, wholesale revenues increased $166 million primarily as a result of a 9.5% increase in the average cost of fuel per net kilowatt-hour (KWH) generated. Excluding fuel, wholesale revenues were flat when compared to the prior year.
In 2006, wholesale revenues increased $155 million primarily as a result of a 10.5% increase in the average cost of fuel per net KWH generated, as well as revenues resulting from new PPAs in 2006. In addition, Southern Company assumed four PPAs through the acquisitions of Plants DeSoto and Rowan in June and September 2006, respectively. The 2006 increase was partially offset by a decrease in short-term opportunity sales.
In 2005, wholesale revenues increased $326 million primarily due to a 26.5% increase in the average cost of fuel per net KWH generated. In addition, Southern Company entered into new PPAs with 30 electric membership cooperatives (EMCs) and Flint EMC, both beginning in January 2005, and assumed two PPAs in June 2005 in connection with the acquisition of Plant Oleander.
Short-term opportunity sales are made at market-based rates that generally provide a margin above the Company’s variable cost to produce the energy. Revenues associated with PPAs and opportunity sales were as follows:
                         
    2007   2006   2005
 
    (in millions)
Other power sales —
                       
Capacity and other
  $ 533     $ 499     $ 430  
Energy
    989       841       799  
 
Total
  $ 1,522     $ 1,340     $ 1,229  
 
Capacity revenues under unit power sales contracts, principally sales to Florida utilities, reflect the recovery of fixed costs and a return on investment. Unit power KWH sales decreased 0.8% in 2007 and increased 0.2% and 1.7% in 2006 and 2005, respectively. Fluctuations in oil and natural gas prices, which are the primary fuel sources for unit power sales customers, influence changes in these sales. However, because the energy is generally sold at variable cost, these fluctuations have a minimal effect on earnings. The capacity and energy components of the unit power sales contracts were as follows:
                         
    2007   2006   2005
 
    (in millions)
Unit power sales —
                       
Capacity
  $ 202     $ 208     $ 201  
Energy
    264       274       237  
 
Total
  $ 466     $ 482     $ 438  
 
Energy Sales
Changes in revenues are influenced heavily by the change in the volume of energy sold from year to year. KWH sales for 2007 and the percent change by year were as follows:

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MANAGEMENT’S DISCUSSION AND ANALYSIS (continued)
Southern Company and Subsidiary Companies 2007 Annual Report
                                 
    KWHs   Percent Change
    2007   2007   2006   2005
 
    (in billions)                        
Residential
    53.3       1.8 %     2.5 %     2.8 %
Commercial
    54.7       3.2       2.2       3.6  
Industrial
    54.7       (0.7 )     (0.2 )     (2.2 )
Other
    0.9       4.4       (7.6 )     (0.9 )
 
Total retail
    163.6       1.4       1.4       1.2  
Wholesale
    40.8       5.9       3.7       7.2  
 
Total energy sales
    204.4       2.3       1.9       2.3  
 
Retail energy sales in 2007 increased 2.3 billion KWHs as a result of 1.3% customer growth and favorable weather in 2007 when compared to 2006. The 2007 decrease in industrial sales primarily resulted from reduced demand and closures within the textile industry, as well as decreased demand in the primary metals sector and the stone, clay, and glass sector. Retail energy sales in 2006 increased 2.3 billion KWHs as a result of customer growth of 1.7%, sustained economic growth primarily in the residential and commercial customer classes, and favorable weather in 2006 when compared to 2005. Retail energy sales in 2005 increased 1.9 billion KWHs as a result of sustained economic growth and customer growth of 1.2%. Hurricane Katrina dampened customer growth from previous years and was the primary contributor to the decrease in industrial sales in 2005. In addition, in 2005, some Georgia Power industrial customers were reclassified from industrial to commercial to be consistent with the rate structure approved by the Georgia PSC resulting in higher commercial sales and lower industrial sales in 2005 when compared with 2004.
Wholesale energy sales increased by 2.3 billion KWHs, 1.4 billion KWHs, and 2.5 billion KWHs in 2007, 2006, and 2005, respectively. The increase in wholesale energy sales in 2007 was primarily related to new PPAs acquired by Southern Company through the acquisition of Plant Rowan in September 2006, as well as new contracts with EnergyUnited Electric Membership Corporation that commenced in September 2006 and January 2007. An increase in KWH sales under existing PPAs also contributed to the 2007 increase. The increases in wholesale energy sales in 2006 and 2005 were related primarily to the new PPAs discussed previously under “Electric Operating Revenues.”
Fuel and Purchased Power Expenses
Fuel costs constitute the single largest expense for the electric utilities. The mix of fuel sources for generation of electricity is determined primarily by demand, the unit cost of fuel consumed, and the availability of generating units. Additionally, the electric utilities purchase a portion of their electricity needs from the wholesale market. Details of Southern Company’s electricity generated and purchased were as follows:
                         
    2007   2006   2005
 
Total generation (billions of KWHs)
    206       201       195  
Total purchased power (billions of KWHs)
    8       8       9  
 
Sources of generation (percent)
                       
Coal
    70       70       71  
Nuclear
    14       15       15  
Gas
    15       13       11  
Hydro
    1       2       3  
 
Cost of fuel, generated (cents per net KWH)
                       
Coal
    2.61       2.40       1.93  
Nuclear
    0.50       0.47       0.47  
Gas
    6.64       6.63       8.52  
 
Average cost of fuel, generated (cents per net KWH)
    2.89       2.64       2.39  
Average cost of purchased power (cents per net KWH)
    7.20       6.82       8.04  
 

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Southern Company and Subsidiary Companies 2007 Annual Report
In 2007, fuel and purchased power expenses were $6.4 billion, an increase of $673 million or 11.8% above 2006 costs. This increase was primarily the result of a $543 million net increase in the average cost of fuel and purchased power partially resulting from a 51.4% decrease in hydro generation as a result of a severe drought. Also contributing to this increase was a $130 million increase related to an increase in net KWHs generated and purchased.
Fuel and purchased power expenses were $5.7 billion in 2006, an increase of $467 million or 8.9% above the prior year costs. This increase was primarily the result of a $367 million net increase in the average cost of fuel and purchased power and a $100 million increase related to an increase in net KWHs generated and purchased.
In 2005, fuel and purchased power expenses were $5.2 billion, an increase of $1.2 billion or 29.1% above 2004 costs. This increase was the result of a $1.3 billion net increase in the average cost of fuel and purchased power, partially offset by $67 million related to a decrease in net KWHs generated and purchased.
While there has been a significant upward trend in the cost of coal and natural gas since 2003, prices moderated somewhat in 2006 and 2007. Coal prices have been influenced by a worldwide increase in demand from developing countries, as well as increases in mining and fuel transportation costs. While demand for natural gas in the United States continued to increase in 2007, natural gas supplies have also risen due to increased production and higher storage levels. During 2007, uranium prices were volatile and increased over the course of the year due to increasing long-term demand with primary production levels at approximately 55% to 60% of demand. Secondary supplies and inventories were sufficient to fill the primary production shortfall.
Fuel expenses generally do not affect net income, since they are offset by fuel revenues under the traditional operating companies’ fuel cost recovery provisions. Likewise, Southern Power’s PPAs generally provide that the purchasers are responsible for substantially all of the cost of fuel.
Other Operations and Maintenance Expenses
Other operations and maintenance expenses were $3.5 billion, $3.3 billion, and $3.2 billion, increasing $183 million, $70 million, and $215 million in 2007, 2006, and 2005, respectively. Discussion of significant variances for components of other operations and maintenance expenses follows.
Other production expenses at fossil, hydro, and nuclear plants increased $128 million, $3 million, and $58 million in 2007, 2006, and 2005, respectively. Production expenses fluctuate from year to year due to variations in outage schedules and normal increases in costs. Other production expenses increased in 2007 primarily due to a $40 million increase related to expenses incurred for maintenance outages at generating units and a $29 million increase related to new facilities, mainly costs associated with the write-off of Southern Power’s integrated coal gasification combined cycle (IGCC) project and the acquisitions of Plants DeSoto and Rowan by Southern Power in June and September 2006, respectively. A $25 million increase related to labor and materials expenses and a $22 million increase in nuclear refueling costs also contributed to the 2007 increase. See FUTURE EARNINGS POTENTIAL — “Construction Projects — Integrated Coal Gasification Combined Cycle” herein for additional information regarding the write-off of Southern Power’s IGCC project and Note 1 to the financial statements under “Property, Plant, and Equipment” for additional information regarding the amortization of nuclear refueling costs. The 2006 increase in other production expenses when compared to the prior year was not material. Other production expenses increased in 2005 due to a $50 million increase related primarily to expenses incurred for maintenance outages at generating units.
Administrative and general expenses increased $28 million, $29 million, and $73 million in 2007, 2006, and 2005, respectively. Administrative and general expenses increased in 2007 primarily as a result of a $16 million increase in legal costs and expenses associated with an increase in employees. Also contributing to the 2007 increase was a

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Southern Company and Subsidiary Companies 2007 Annual Report
$14 million increase in accrued expenses for the litigation and workers’ compensation reserve, partially offset by an $8 million decrease in property damage expense. Administrative and general expenses increased in 2006 primarily as a result of a $17 million increase in salaries and wages and a $24 million increase in pension expense, partially offset by a $16 million reduction in medical expenses. Administrative and general expenses increased in 2005 primarily related to a $33 million increase in employee benefits; a $22 million increase in Sarbanes-Oxley Act compliance costs, legal costs, and other corporate expenses; and a $9 million increase in property damage expense.
Transmission and distribution expenses increased $21 million, $30 million, and $60 million in 2007, 2006, and 2005, respectively. Transmission and distribution expenses fluctuate from year to year due to variations in maintenance schedules and normal increases in costs. Transmission and distribution expenses increased in 2007 primarily as a result of increases in labor and materials costs and maintenance associated with additional investment to meet customer growth. Transmission and distribution expenses increased in 2006 primarily due to expenses associated with recovery of prior year storm costs through natural disaster recovery clauses and maintenance associated with additional investment in distribution to meet customer growth. Transmission and distribution expenses increased in 2005 primarily as a result of $48 million of expenses recorded by Alabama Power in accordance with an accounting order approved by the Alabama PSC primarily to offset the costs of Hurricane Ivan and restore the natural disaster reserve. In accordance with the accounting order, Alabama Power also returned certain regulatory liabilities related to deferred income taxes to its retail customers; therefore, the combined effect of the accounting order had no impact on net income. See Note 3 to the financial statements under “Storm Damage Cost Recovery” for additional information.
Depreciation and Amortization
Depreciation and amortization increased $51 million in 2007 primarily as a result of additional investments in environmental equipment at generating plants and transmission and distribution projects mainly at Alabama Power and Georgia Power and an increase in the amortization expense of a regulatory liability recorded in 2003 in connection with the Mississippi PSC’s accounting order on Plant Daniel capacity. Partially offsetting the 2007 increase was a reduction in amortization expense due to a Georgia Power regulatory liability related to the levelization of certain purchased power capacity costs as ordered by the Georgia PSC under the terms of the retail rate order effective January 1, 2005. See Note 1 to the financial statements under “Depreciation and Amortization” for additional information.
Depreciation and amortization increased $27 million in 2006 primarily as a result of the acquisitions of Plants DeSoto, Rowan, and Oleander in June 2006, September 2006, and June 2005, respectively, and an increase in the amortization expense of the Mississippi Power regulatory liability related to Plant Daniel capacity. An increase in depreciation rates at Southern Power associated with adoption of a new depreciation study also contributed to the 2006 increase. Partially offsetting the 2006 increase was a reduction in the amortization expense of a Georgia Power regulatory liability related to the levelization of certain purchased power capacity costs.
Depreciation and amortization increased $229 million in 2005 primarily as a result of additional plant in service and from the expiration in 2004 of certain provisions related to the amortization of regulatory liabilities associated with purchased power capacity costs in Georgia Power’s retail rate plan for the three years ended December 31, 2004.
Taxes Other than Income Taxes
Taxes other than income taxes increased $23 million in 2007 primarily as a result of increases in franchise and municipal gross receipts taxes associated with increases in revenues from energy sales, partially offset by a decrease in property taxes resulting from the resolution of a dispute with Monroe County, Georgia. Taxes other than income taxes increased $39 million in 2006 primarily as a result of increases in franchise and municipal gross receipts taxes associated with increases in revenues from energy sales, as well as increases in property taxes associated with

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Southern Company and Subsidiary Companies 2007 Annual Report
additional plant in service. Taxes other than income taxes increased $52 million in 2005 primarily as a result of increases in franchise and municipal gross receipts taxes associated with increases in revenues from energy sales.
Other Income, Net
Other income, net increased $68 million in 2007 primarily as a result of a $56 million increase in allowance for equity funds used during construction related to additional investments in environmental equipment at generating plants and transmission and distribution projects mainly at Alabama Power and Georgia Power. The 2006 decrease in other income, net when compared to the prior year was not material. Other income, net increased $38 million in 2005 primarily as a result of a $19 million reduction largely related to the disallowance of certain Plant McIntosh costs by the Georgia PSC in 2004, a $10 million increase related primarily to changes in the value of derivative transactions, and a $6 million increase in interest income.
Interest Expense and Dividends
Total interest charges and other financing costs increased by $61 million in 2007 primarily as a result of a $72 million increase associated with $1.2 billion in additional debt and preference stock outstanding at December 31, 2007 compared to December 31, 2006 and higher interest rates associated with the issuance of new long-term debt. Also contributing to the 2007 increase was $7 million related to higher average interest rates on existing variable rate debt and $19 million in other interest costs. These increases were partially offset by $38 million more capitalized interest as compared to 2006.
Total interest charges and other financing costs increased by $75 million in 2006 primarily due to a $78 million increase associated with $708 million in additional debt outstanding at December 31, 2006 compared to December 31, 2005 and higher interest rates associated with the issuance of new long-term debt. Also contributing to the 2006 increase was $7 million associated with higher average interest rates on existing variable rate debt, partially offset by $6 million more capitalized interest associated with construction projects and $3 million in lower other interest costs.
Total interest charges and other financing costs increased by $62 million in 2005 associated with an additional $863 million in debt outstanding at December 31, 2005 as compared to December 31, 2004 and an increase in average interest rates on variable rate debt. Variable rates on pollution control bonds are highly correlated with the Securities Industry and Financial Markets Association Municipal Swap Index, which averaged 2.5% in 2005 and 1.2% in 2004. Variable rates on commercial paper and senior notes are highly correlated with the one-month London Interbank Offer Rate, which averaged 3.4% in 2005 and 1.5% in 2004. An additional $17 million increase in 2005 was the result of a lower percentage of interest costs capitalized as construction projects reached completion.
Income Taxes
Income taxes were relatively flat in 2007 as higher pre-tax earnings were largely offset due to a deduction for a Georgia Power land donation, the tax benefit associated with an increase in allowance for equity funds used during construction, and an increase in the Internal Revenue Code of 1986, as amended (Internal Revenue Code), Section 199 production activities deduction. See Note 5 to the financial statements under “Effective Tax Rate” for additional information.
Income taxes increased $50 million in 2006 primarily due to higher pre-tax earnings and the impact of the accounting order approved by the Alabama PSC discussed previously under “Other Operations and Maintenance Expenses.” See Note 3 to the financial statements under “Storm Damage Cost Recovery” for additional information.

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Southern Company and Subsidiary Companies 2007 Annual Report
Income taxes increased $24 million in 2005 primarily as a result of higher pre-tax earnings, partially offset by the impact of the accounting order approved by the Alabama PSC discussed above.
Other Business Activities
Southern Company’s other business activities include the parent company (which does not allocate operating expenses to business units), investments in leveraged lease and synthetic fuel projects, telecommunications, and energy-related services. These businesses are classified in general categories and may comprise one or more of the following subsidiaries: Southern Company Holdings invests in various energy-related projects, including leveraged lease and synthetic fuel projects that receive tax benefits, which contribute significantly to the economic results of these investments; SouthernLINC Wireless provides digital wireless communications to the traditional operating companies and also markets these services to the public and provides fiber cable services within the Southeast. Southern Company’s investment in the synthetic fuel projects ended at December 31, 2007. A condensed income statement for Southern Company’s other business activities follows:
                                 
            Increase (Decrease)
    Amount   from Prior Year
    2007   2007   2006   2005
    (in millions)
Operating revenues
  $ 213     $ (55 )   $ (8 )   $ 12  
 
Other operations and maintenance
    209       (29 )     (59 )     12  
Depreciation and amortization
    30       (6 )     (3 )     (2 )
Taxes other than income taxes
    3             (1 )     1  
 
Total operating expenses
    242       (35 )     (63 )     11  
 
Operating income/(loss)
    (29 )     (20 )     55       1  
Equity in losses of unconsolidated subsidiaries
    (25 )     35       62       (25 )
Leveraged lease income
    40       (29 )     (5 )     4  
Other income, net
    41       73       (19 )     (9 )
Interest expense
    122       (27 )     48       18  
Income taxes
    (115 )     53       136       (14 )
 
Net income/(loss)
  $ 20     $ 33     $ (91 )   $ (33 )
 
Operating Revenues
Southern Company’s non-electric operating revenues from these other businesses decreased $55 million in 2007 primarily as a result of a $13 million decrease in revenues at SouthernLINC Wireless related to lower average revenue per subscriber and fewer subscribers due to increased competition in the industry. Also contributing to the 2007 decrease was a $14 million decrease in fuel procurement service revenues following a contract termination and an $11 million decrease in revenues from Southern Company’s energy-related services business. The $8 million decrease in 2006 primarily resulted from a $21 million decrease in revenues at SouthernLINC Wireless related to lower average revenue per subscriber and lower equipment and accessory sales. The 2006 decrease was partially offset by a $12 million increase in fuel procurement service revenues. Higher production and increased fees in the synthetic fuel business contributed to the $12 million increase in 2005.
Other Operations and Maintenance Expenses
Other operations and maintenance expenses for these other businesses decreased $29 million in 2007 primarily as a result of $11 million of lower production expenses related to the termination of Southern Company’s membership interest in one of the synthetic fuel entities and $8 million attributed to the wind-down of one of the Company’s

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Southern Company and Subsidiary Companies 2007 Annual Report
energy-related services businesses. Other operations and maintenance expenses decreased $59 million in 2006 primarily as a result of $32 million of lower production expenses related to the termination of Southern Company’s membership interest in one of the synthetic fuel entities, $13 million attributed to the wind-down of one of the Company’s energy-related services businesses, and $7 million of lower expenses resulting from the March 2006 sale of a subsidiary that provided rail car maintenance services. Other operations and maintenance expenses increased by $12 million in 2005 primarily as a result of $9 million of higher losses for property damage, $2 million in higher network costs at SouthernLINC Wireless, and an $11 million increase in shared service expenses, partially offset by the $12.5 million bad debt reserve in 2004 related to additional federal income taxes and interest Southern Company paid on behalf of Mirant Corporation (Mirant). See FUTURE EARNINGS POTENTIAL — “Mirant Matters” herein and Note 3 to the financial statements under “Mirant Matters — Mirant Bankruptcy” for additional information.
Equity in Losses of Unconsolidated Subsidiaries
Southern Company made investments in two synthetic fuel production facilities that generated operating losses. These investments allowed Southern Company to claim federal income tax credits that offset these operating losses and made the projects profitable. The 2007 decrease in equity in losses of unconsolidated subsidiaries was the result of terminating Southern Company’s membership interest in one of the synthetic fuel entities which reduced the amount of the Company’s share of the losses and, therefore, the funding obligation for the year. Also contributing to the 2007 decrease were adjustments related the phase-out of the related federal income tax credits, partially offset by higher operating expenses due to idled production in 2006 and decreased production in 2007 in anticipation of exiting the business. The 2006 decrease in equity in losses of unconsolidated subsidiaries was the result of terminating Southern Company’s membership interest in one of the synthetic fuel entities which reduced the amount of the Company’s share of the losses and, therefore, the funding obligation for the year. The 2006 decrease also resulted from lower operating expenses while the production facilities at the other synthetic fuel entity were idled from May to September 2006 due to higher oil prices. The increase in equity in losses of unconsolidated subsidiaries in 2005 resulted from additional production expenses at the synthetic fuel production facilities. The net synthetic fuel tax credits resulting from these investments totaled $36 million in 2007, $65 million in 2006, and $177 million in 2005.
Leveraged Lease Income
Southern Company has several leveraged lease agreements which relate to international and domestic energy generation, distribution, and transportation assets. Southern Company receives federal income tax deductions for depreciation and amortization, as well as interest on long-term debt related to these investments. Leveraged lease income decreased $29 million in 2007 as a result of the adoption of Financial Accounting Standards Board (FASB) Staff Position No. FAS 13-2, “Accounting for a Change or Projected Change in the Timing of Cash Flows Relating to Income Taxes Generated by a Leveraged Lease Transaction” (FSP 13-2), as well as an expected decline in leveraged lease income over the terms of the leases. See FUTURE EARNINGS POTENTIAL — “Income Tax Matters — Leveraged Lease Transactions” herein for further information. The 2006 and 2005 changes in leveraged lease income when compared to the prior year were not material.
Other Income, Net
Other income, net for these other businesses increased $73 million in 2007 primarily as a result of a $60 million increase related to changes in the value of derivative transactions in the synthetic fuel business and a $16 million increase related to the 2006 impairment of investments in the synthetic fuel entities, partially offset by the release of $6 million in certain contractual obligations associated with these investments in 2006. The $19 million decrease in other income, net in 2006 as compared with 2005 primarily resulted from a $25 million decrease related to changes in the value of derivative transactions in the synthetic fuel business and the previously mentioned impairment and

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Southern Company and Subsidiary Companies 2007 Annual Report
release of contractual obligations. The 2005 decrease in other income, net when compared to the prior year was not material.
Interest Expense
Total interest charges and other financing costs for these other businesses decreased by $27 million in 2007 primarily as a result of $16 million of losses on debt that was reacquired in 2006. Also contributing to the 2007 decrease was $97 million less debt outstanding at December 31, 2007 compared to December 31, 2006, lower interest rates associated with the issuance of new long-term debt, and a $4 million decrease in other interest costs. Total interest charges and other financing costs increased by $48 million in 2006 primarily due to a $19 million increase associated with $149 million in additional debt outstanding at December 31, 2006 as compared to December 31, 2005 and higher interest rates associated with the issuance of new long-term debt. Also contributing to the increase were $12 million associated with higher average interest rates on existing variable rate debt, a $6 million loss on the early redemption of long-term debt payable to affiliated trusts in January 2006, and a $16 million loss on the repayment of long-term debt payable to affiliated trusts in December 2006. The 2006 increase was partially offset by $4 million in lower other interest costs. Interest expense increased by $18 million in 2005 associated with an additional $283 million in debt outstanding and a 164 basis point increase in average interest rates on variable rate debt.
Income Taxes
Income taxes for these other businesses increased $53 million in 2007 primarily as a result of a $30 million decrease in net synthetic fuel tax credits as a result of terminating Southern Company’s membership interest in one of the synthetic fuel entities in 2006 and increasing the synthetic fuel tax credit reserves due to an anticipated phase-out of synthetic fuel tax credits due to higher oil prices. The $136 million increase in income taxes in 2006 as compared with 2005 primarily resulted from a $111 million decrease in net synthetic fuel tax credits as a result of terminating Southern Company’s membership interest in one of the synthetic fuel entities, curtailing production at the other synthetic fuel entity from May to September 2006, and increasing the synthetic fuel tax credit reserves due to an anticipated phase-out of synthetic fuel tax credits due to higher oil prices. See Note 5 to the financial statements under “Effective Tax Rate” for further information. The 2005 decrease in income taxes when compared to the prior year was not material.
Effects of Inflation
The traditional operating companies and Southern Power are subject to rate regulation and party to long-term contracts that are generally based on the recovery of historical costs. When historical costs are included, or when inflation exceeds projected costs used in rate regulation or in market-based prices, the effects of inflation can create an economic loss since the recovery of costs could be in dollars that have less purchasing power. In addition, the income tax laws are based on historical costs. While the inflation rate has been relatively low in recent years, it continues to have an adverse effect on Southern Company because of the large investment in utility plant 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, preferred securities, preferred stock, and preference stock. Any recognition of inflation by regulatory authorities is reflected in the rate of return allowed in the traditional operating companies’ approved electric rates.

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MANAGEMENT’S DISCUSSION AND ANALYSIS (continued)
Southern Company and Subsidiary Companies 2007 Annual Report
FUTURE EARNINGS POTENTIAL
General
The four traditional operating companies operate as vertically integrated utilities providing electricity to customers within their service areas in the southeastern United States. Prices for electricity provided to retail customers are set by state PSCs under cost-based regulatory principles. Prices for wholesale electricity sales, interconnecting transmission lines, and the exchange of electric power are regulated by the Federal Energy Regulatory Commission (FERC). Retail rates and earnings are reviewed and may be adjusted periodically within certain limitations. Southern Power continues to focus on long-term capacity contracts, optimized by limited energy trading activities. See ACCOUNTING POLICIES — “Application of Critical Accounting Policies and Estimates — Electric Utility Regulation” herein and Note 3 to the financial statements for additional information about regulatory matters.
The results of operations for the past three years are not necessarily indicative of future earnings potential. The level of Southern Company’s future earnings depends on numerous factors that affect the opportunities, challenges, and risks of Southern Company’s primary business of selling electricity. These factors include the traditional operating companies’ ability to maintain a stable regulatory environment that continues to allow for the recovery of all prudently incurred costs during a time of increasing costs. Other major factors include the profitability of the competitive wholesale supply business and federal regulatory policy (including the FERC’s market-based rate proceeding), which may impact Southern Company’s level of participation in this market. Future earnings for the electricity business in the near term will depend, in part, upon growth in energy sales, which is subject to a number of factors. These factors include weather, competition, new energy contracts with neighboring utilities, energy conservation practiced by customers, the price of electricity, the price elasticity of demand, and the rate of economic growth in the service area. In addition, the level of future earnings for the wholesale supply business also depends on numerous factors including creditworthiness of customers, total generating capacity available in the Southeast, and the successful remarketing of capacity as current contracts expire.
Southern Company system generating capacity increased 163 megawatts due to Southern Power’s completion of Plant Oleander Unit 5 in December 2007. In general, Southern Company has constructed or acquired new generating capacity only after entering into long-term capacity contracts for the new facilities or to meet requirements of Southern Company’s regulated retail markets, both of which are optimized by limited energy trading activities.
To adapt to a less regulated, more competitive environment, Southern Company continues to evaluate and consider a wide array of potential business strategies. These strategies may include business combinations, acquisitions involving other utility or non-utility businesses or properties, disposition of certain assets, internal restructuring, or some combination thereof. Furthermore, Southern Company may engage in new business ventures that arise from competitive and regulatory changes in the utility industry. Pursuit of any of the above strategies, or any combination thereof, may significantly affect the business operations, risks, and financial condition of Southern Company.
Environmental Matters
Compliance costs related to the Clean Air Act and other environmental statutes and regulations could affect earnings if such costs cannot continue to be fully recovered in rates on a timely basis. Environmental compliance spending over the next several years may exceed amounts estimated. Some of the factors driving the potential for such an increase are higher commodity costs, market demand for labor, and scope additions and clarifications. The timing, specific requirements, and estimated costs could also change as environmental statutes and regulations are adopted or modified. See Note 3 to the financial statements under “Environmental Matters” for additional information.

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MANAGEMENT’S DISCUSSION AND ANALYSIS (continued)
Southern Company and Subsidiary Companies 2007 Annual Report
New Source Review Actions
In November 1999, the Environmental Protection Agency (EPA) brought a civil action in the U.S. District Court for the Northern District of Georgia against certain Southern Company subsidiaries, including Alabama Power and Georgia Power, alleging that these subsidiaries had violated the New Source Review (NSR) provisions of the Clean Air Act and related state laws at certain coal-fired generating facilities. Through subsequent amendments and other legal procedures, the EPA filed a separate action in January 2001 against Alabama Power in the U.S. District Court for the Northern District of Alabama after Alabama Power was dismissed from the original action. In these lawsuits, the EPA alleged that NSR violations occurred at eight coal-fired generating facilities operated by Alabama Power and Georgia Power. The civil actions request penalties and injunctive relief, including an order requiring the installation of the best available control technology at the affected units. The action against Georgia Power has been administratively closed since the spring of 2001, and the case has not been reopened.
In June 2006, the U.S. District Court for the Northern District of Alabama entered a consent decree between Alabama Power and the EPA, resolving the alleged NSR violations at Plant Miller. The consent decree required Alabama Power to pay $100,000 to resolve the government’s claim for a civil penalty and to donate $4.9 million of sulfur dioxide emission allowances to a nonprofit charitable organization and formalized specific emissions reductions to be accomplished by Alabama Power, consistent with other Clean Air Act programs that require emissions reductions. In August 2006, the district court in Alabama granted Alabama Power’s motion for summary judgment and entered final judgment in favor of Alabama Power on the EPA’s claims related to all of the remaining plants: Plants Barry, Gaston, Gorgas, and Greene County.
The plaintiffs appealed the district court’s decision to the U.S. Court of Appeals for the Eleventh Circuit, and the appeal was stayed by the Appeals Court pending the U.S. Supreme Court’s decision in a similar case against Duke Energy. The Supreme Court issued its decision in the Duke Energy case in April 2007. On October 5, 2007, the U.S. District Court for the Northern District of Alabama issued an order in the Alabama Power case indicating a willingness to re-evaluate its previous decision in light of the Supreme Court’s Duke Energy opinion. On December 21, 2007, the Eleventh Circuit vacated the district court’s decision in the Alabama Power case and remanded the case back to the district court for consideration of the legal issues in light of the Supreme Court’s decision in the Duke Energy case. The final outcome of these matters cannot be determined at this time.
Southern Company believes that the traditional operating companies complied with applicable laws and the EPA regulations and interpretations in effect at the time the work in question took place. The Clean Air Act authorizes maximum civil penalties of $25,000 to $32,500 per day, per violation at each generating unit, depending on the date of the alleged violation. An adverse outcome in either of these cases could require substantial capital expenditures or affect the timing of currently budgeted capital expenditures that cannot be determined at this time and could possibly require payment of substantial penalties. Such expenditures could affect future results of operations, cash flows, and financial condition if such costs are not recovered through regulated rates.
The EPA has issued a series of proposed and final revisions to its NSR regulations under the Clean Air Act, many of which have been subject to legal challenges by environmental groups and states. In June 2005, the U.S. Court of Appeals for the District of Columbia Circuit upheld, in part, the EPA’s revisions to NSR regulations that were issued in December 2002 but vacated portions of those revisions addressing the exclusion of certain pollution control projects. These regulatory revisions have been adopted by each of the states within Southern Company’s service territory. In March 2006, the U.S. Court of Appeals for the District of Columbia Circuit also vacated an EPA rule which sought to clarify the scope of the existing routine maintenance, repair, and replacement exclusion. The EPA has also published proposed rules clarifying the test for determining when an emissions increase subject to the NSR permitting requirements has occurred. The impact of these proposed rules will depend on adoption of the final rules by the EPA and the individual state implementation of such rules, as well as the outcome of any additional legal challenges, and, therefore, cannot be determined at this time.

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MANAGEMENT’S DISCUSSION AND ANALYSIS (continued)
Southern Company and Subsidiary Companies 2007 Annual Report
Carbon Dioxide Litigation
In July 2004, attorneys general from eight states, each outside of Southern Company’s service territory, and the corporation counsel for New York City filed a complaint in the U.S. District Court for the Southern District of New York against Southern Company and four other electric power companies. A nearly identical complaint was filed by three environmental groups in the same court. The complaints allege that the companies’ emissions of carbon dioxide, a greenhouse gas, contribute to global warming, which the plaintiffs assert is a public nuisance. Under common law public and private nuisance theories, the plaintiffs seek a judicial order (1) holding each defendant jointly and severally liable for creating, contributing to, and/or maintaining global warming and (2) requiring each of the defendants to cap its emissions of carbon dioxide and then reduce those emissions by a specified percentage each year for at least a decade. Plaintiffs have not, however, requested that damages be awarded in connection with their claims. Southern Company believes these claims are without merit and notes that the complaint cites no statutory or regulatory basis for the claims. In September 2005, the U.S. District Court for the Southern District of New York granted Southern Company’s and the other defendants’ motions to dismiss these cases. The plaintiffs filed an appeal to the U.S. Court of Appeals for the Second Circuit in October 2005, and no decision has been issued. The ultimate outcome of these matters cannot be determined at this time.
Environmental Statutes and Regulations
General
Southern Company’s operations are subject to extensive regulation by state and federal environmental agencies under a variety of statutes and regulations governing environmental media, including air, water, and land resources. Applicable statutes include the Clean Air Act; the Clean Water Act; the Comprehensive Environmental Response, Compensation, and Liability Act; the Resource Conservation and Recovery Act; the Toxic Substances Control Act; the Emergency Planning & Community Right-to-Know Act; and the Endangered Species Act. Compliance with these environmental requirements involves significant capital and operating costs, a major portion of which is expected to be recovered through existing ratemaking provisions. Through 2007, Southern Company had invested approximately $4.7 billion in capital projects to comply with these requirements, with annual totals of $1.5 billion, $661 million, and $423 million for 2007, 2006, and 2005, respectively. The Company expects that capital expenditures to assure compliance with existing and new statutes and regulations will be an additional $1.8 billion, $1.5 billion, and $0.6 billion for 2008, 2009, and 2010, respectively. The Company’s compliance strategy is impacted by changes to existing environmental laws, statutes, and regulations, the cost, availability, and existing inventory of emission allowances, and the Company’s fuel mix. Environmental costs that are known and estimable at this time are included in capital expenditures discussed under FINANCIAL CONDITION AND LIQUIDITY — “Capital Requirements and Contractual Obligations” herein.
Compliance with possible additional federal or state legislation or regulations related to global climate change, air quality, or other environmental and health concerns could also significantly affect Southern Company. New environmental legislation or regulations, or changes to existing statutes or regulations, could affect many areas of Southern Company’s operations; however, the full impact of any such changes cannot be determined at this time.
Air Quality
Compliance with the Clean Air Act and resulting regulations has been and will continue to be a significant focus for Southern Company. Through 2007, the Company had spent approximately $3.8 billion in reducing sulfur dioxide (SO 2 ) and nitrogen oxide (NO x ) emissions and in monitoring emissions pursuant to the Clean Air Act. Additional controls have been announced and are currently being installed at several plants to further reduce SO 2 , NO x , and mercury emissions, maintain compliance with existing regulations, and meet new requirements.

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In 2004, the EPA designated nonattainment areas under an eight-hour ozone standard. Areas within Southern Company’s service area that were designated as nonattainment under the eight-hour ozone standard included Macon (Georgia), Jefferson and Shelby Counties, near and including Birmingham (Alabama), and a 20-county area within metropolitan Atlanta. The Macon area was redesignated by the EPA as an attainment area on September 19, 2007. The Birmingham area was redesignated to attainment by the EPA in June 2006, and the EPA subsequently approved a maintenance plan for the area to address future exceedances of the standard. In December 2006, the U.S. Court of Appeals for the District of Columbia Circuit vacated the first set of implementation rules adopted in 2004 and remanded the rules to the EPA for further refinement. On June 20, 2007, the EPA proposed additional revisions to the current eight-hour ozone standard which, if enacted, could result in designation of new nonattainment areas within Southern Company’s service territory. The EPA has requested comment and is expected to publish final revisions to the standard in 2008. The impact of this decision, if any, cannot be determined at this time and will depend on subsequent legal action and/or future nonattainment designations and state regulatory plans.
During 2005, the EPA’s fine particulate matter nonattainment designations became effective for several areas within Southern Company’s service area in Alabama and Georgia. State plans for addressing the nonattainment designations under the existing standard are required by April 2008 and could require further reductions in SO 2 and NO x emissions from power plants. In September 2006, the EPA published a final rule which increased the stringency of the 24-hour average fine particulate matter air quality standard. In December 2007, state agencies recommended to the EPA that Jefferson County (Birmingham) and Etowah County (Gadsden) in Alabama and an area encompassing all or parts of 22 counties within metropolitan Atlanta in Georgia be designated as nonattainment for this standard. The EPA plans to designate nonattainment areas based on the new standard by December 2009. The ultimate outcome of this matter depends on the development and submittal of the required state plans and resolution of pending legal challenges and, therefore, cannot be determined at this time.
The EPA issued the final Clean Air Interstate Rule in March 2005. This cap-and-trade rule addresses power plant SO 2 and NO x emissions that were found to contribute to nonattainment of the eight-hour ozone and fine particulate matter standards in downwind states. Twenty-eight eastern states, including each of the states within Southern Company’s service area, are subject to the requirements of the rule. The rule calls for additional reductions of NO x and/or SO 2 to be achieved in two phases, 2009/2010 and 2015. States in the Southern Company service territory have completed plans to implement this program. These reductions will be accomplished by the installation of additional emission controls at Southern Company’s coal-fired facilities and/or by the purchase of emission allowances from a cap-and-trade program.
The Clean Air Visibility Rule (formerly called the Regional Haze Rule) was finalized in July 2005. The goal of this rule is to restore natural visibility conditions in certain areas (primarily national parks and wilderness areas) by 2064. The rule involves (1) the application of Best Available Retrofit Technology (BART) to certain sources built between 1962 and 1977 and (2) the application of any additional emissions reductions which may be deemed necessary for each designated area to achieve reasonable progress by 2018 toward the natural conditions goal. Thereafter, for each 10-year planning period, additional emissions reductions will be required to continue to demonstrate reasonable progress in each area during that period. For power plants, the Clean Air Visibility Rule allows states to determine that the Clean Air Interstate Rule satisfies BART requirements for SO 2 and NO x . Extensive studies were performed for each of the Company’s affected units to demonstrate that additional particulate matter controls are not necessary under BART. At the request of the State of Georgia, additional analyses were performed for certain units in Georgia to demonstrate that no additional SO 2 controls were required. Additional analyses will be required for one of the Company’s plants in Florida. States are currently completing implementation plans that contain strategies for BART and any other measures required to achieve the first phase of reasonable progress.
The impacts of the eight-hour ozone and the fine particulate matter nonattainment designations and the Clean Air Visibility Rule on the Company will depend on the development and implementation of rules at the state level. For

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example, while it has implemented the Clean Air Interstate Rule, in June 2007 the State of Georgia approved a “multi-pollutant rule” that will require plant-specific emission controls on all but the smallest generating units in Georgia according to a schedule set forth in the rule. The rule is designed to ensure reductions in emissions of SO 2 , NO x , and mercury in Georgia. Therefore, the full effects of these regulations on the Company cannot be determined at this time. The Company has developed and continually updates a comprehensive environmental compliance strategy to comply with the continuing and new environmental requirements discussed above. As part of this strategy, the Company plans to install additional SO 2 and NO x emission controls within the next several years to assure continued compliance with applicable air quality requirements.
In March 2005, the EPA published the final Clean Air Mercury Rule, a cap-and-trade program for the reduction of mercury emissions from coal-fired power plants. The rule sets caps on mercury emissions to be implemented in two phases, 2010 and 2018, and provides for an emission allowance trading market. The final Clean Air Mercury Rule was challenged in the U.S. Court of Appeals for the District of Columbia Circuit. The petitioners alleged that the EPA was not authorized to establish a cap-and-trade program for mercury emissions and instead the EPA must establish maximum achievable control technology standards for coal-fired electric utility steam generating units. On February 8, 2008, the court issued its ruling and vacated the Clean Air Mercury Rule. The Company’s overall environmental compliance strategy relies primarily on a combination of SO 2 and NOx controls to reduce mercury emissions. Any significant changes in the strategy will depend on the outcome of any appeals and/or future federal and state rulemakings. Future rulemakings could require emission reductions more stringent than required by the Clean Air Mercury Rule.
Water Quality
In July 2004, the EPA published its final technology-based regulations under the Clean Water Act for the purpose of reducing impingement and entrainment of fish, shellfish, and other forms of aquatic life at existing power plant cooling water intake structures. The rules require baseline biological information and, perhaps, installation of fish protection technology near some intake structures at existing power plants. On January 25, 2007, the U.S. Court of Appeals for the Second Circuit overturned and remanded several provisions of the rule to the EPA for revisions. Among other things, the court rejected the EPA’s use of “cost-benefit” analysis and suggested some ways to incorporate cost considerations. The full impact of these regulations will depend on subsequent legal proceedings, further rulemaking by the EPA, the results of studies and analyses performed as part of the rules’ implementation, and the actual requirements established by state regulatory agencies and, therefore, cannot be determined at this time.
Environmental Remediation
Southern Company must comply with other environmental laws and regulations that cover the handling and disposal of waste and release of hazardous substances. Under these various laws and regulations, the traditional operating companies could incur substantial costs to clean up properties. The traditional operating companies conduct studies to determine the extent of any required cleanup and have recognized in their respective financial statements the costs to clean up known sites. Amounts for cleanup and ongoing monitoring costs were not material for any year presented. The traditional operating companies may be liable for some or all required cleanup costs for additional sites that may require environmental remediation. See Note 3 to the financial statements under “Environmental Matters — Environmental Remediation” for additional information.
Global Climate Issues
Federal legislative proposals that would impose mandatory requirements related to greenhouse gas emissions continue to be considered in Congress. The ultimate outcome of these proposals cannot be determined at this time; however, mandatory restrictions on the Company’s greenhouse gas emissions could result in significant additional

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compliance costs that could affect future unit retirement and replacement decisions and results of operations, cash flows, and financial condition if such costs are not recovered through regulated rates.
In April 2007, the U.S. Supreme Court ruled that the EPA has authority under the Clean Air Act to regulate greenhouse gas emissions from new motor vehicles. The EPA is currently developing its response to this decision. Regulatory decisions that will follow from this response may have implications for both new and existing stationary sources, such as power plants. The ultimate outcome of these rulemaking activities cannot be determined at this time; however, as with the current legislative proposals, mandatory restrictions on the Company’s greenhouse gas emissions could result in significant additional compliance costs that could affect future unit retirement and replacement decisions and results of operations, cash flows, and financial condition if such costs are not recovered through regulated rates.
In addition, some states are considering or have undertaken actions to regulate and reduce greenhouse gas emissions. For example, on July 13, 2007, the Governor of the State of Florida signed three executive orders addressing reduction of greenhouse gas emissions within the state, including statewide emission reduction targets beginning in 2017. Included in the orders is a directive to the Florida Secretary of Environmental Protection to develop rules adopting maximum allowable emissions levels of greenhouse gases for electric utilities, consistent with the statewide emission reduction targets, and a request to the Florida PSC to initiate rulemaking requiring utilities to produce at least 20% of their electricity from renewable sources. The impact of these orders on Southern Company will depend on the development, adoption, and implementation of any rules governing greenhouse gas emissions, and the ultimate outcome cannot be determined at this time.
International climate change negotiations under the United Nations Framework Convention on Climate Change also continue. Current efforts focus on a potential successor to the Kyoto Protocol for the post 2008 through 2012 timeframe. The outcome and impact of the international negotiations cannot be determined at this time.
The Company continues to evaluate its future energy and emission profiles and is participating in voluntary programs to reduce greenhouse gas emissions and to help develop and advance technology to reduce emissions.
FERC Matters
Market-Based Rate Authority
Each of the traditional operating companies and Southern Power has authorization from the FERC to sell power to non-affiliates, including short-term opportunity sales, at market-based prices. Specific FERC approval must be obtained with respect to a market-based contract with an affiliate.
In December 2004, the FERC initiated a proceeding to assess Southern Company’s generation dominance within its retail service territory. The ability to charge market-based rates in other markets is not an issue in the proceeding. Any new market-based rate sales by any subsidiary of Southern Company in Southern Company’s retail service territory entered into during a 15-month refund period that ended in May 2006 could be subject to refund to a cost-based rate level.
In late June and July 2007, hearings were held in this proceeding and the presiding administrative law judge issued an initial decision on November 9, 2007 regarding the methodology to be used in the generation dominance tests. The proceedings are ongoing. The ultimate outcome of this generation dominance proceeding cannot now be determined, but an adverse decision by the FERC in a final order could require the traditional operating companies and Southern Power to charge cost-based rates for certain wholesale sales in the Southern Company retail service territory, which may be lower than negotiated market-based rates, and could also result in refunds of up to $19.7

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million, plus interest. Southern Company and its subsidiaries believe that there is no meritorious basis for this proceeding and are vigorously defending themselves in this matter.
On June 21, 2007, the FERC issued its final rule regarding market-based rate authority. The FERC generally retained its current market-based rate standards. The impact of this order and its effect on the generation dominance proceeding cannot now be determined.
Intercompany Interchange Contract
The Company’s generation fleet in its retail service territory is operated under the Intercompany Interchange Contract (IIC), as approved by the FERC. In May 2005, the FERC initiated a new proceeding to examine (1) the provisions of the IIC among the traditional operating companies, Southern Power, and Southern Company Services, Inc. (SCS), as agent, under the terms of which the power pool of Southern Company is operated, (2) whether any parties to the IIC have violated the FERC’s standards of conduct applicable to utility companies that are transmission providers, and (3) whether Southern Company’s code of conduct defining Southern Power as a “system company” rather than a “marketing affiliate” is just and reasonable. In connection with the formation of Southern Power, the FERC authorized Southern Power’s inclusion in the IIC in 2000. The FERC also previously approved Southern Company’s code of conduct.
In October 2006, the FERC issued an order accepting a settlement resolving the proceeding subject to Southern Company’s agreement to accept certain modifications to the settlement’s terms and Southern Company notified the FERC that it accepted the modifications. The modifications largely involve functional separation and information restrictions related to marketing activities conducted on behalf of Southern Power. Southern Company filed with the FERC in November 2006 a compliance plan in connection with the order. On April 19, 2007, the FERC approved, with certain modifications, the plan submitted by Southern Company. Implementation of the plan is not expected to have a material impact on the Company’s financial statements. On November 19, 2007, Southern Company notified the FERC that the plan had been implemented and the FERC division of audits subsequently began an audit pertaining to compliance implementation and related matters, which is ongoing.
Generation Interconnection Agreements
In November 2004, generator company subsidiaries of Tenaska, Inc. (Tenaska), as counterparties to three previously executed interconnection agreements with subsidiaries of Southern Company, filed complaints at the FERC requesting that the FERC modify the agreements and that those Southern Company subsidiaries refund a total of $19 million previously paid for interconnection facilities. No other similar complaints are pending with the FERC.
On January 19, 2007, the FERC issued an order granting Tenaska’s requested relief. Although the FERC’s order required the modification of Tenaska’s interconnection agreements, under the provisions of the order, Southern Company determined that no refund was payable to Tenaska. Southern Company requested rehearing asserting that the FERC retroactively applied a new principle to existing interconnection agreements. Tenaska requested rehearing of FERC’s methodology for determining the amount of refunds. The requested rehearings were denied, and Southern Company and Tenaska have appealed the orders to the U.S. Circuit Court for the District of Columbia. The final outcome of this matter cannot now be determined.
PSC Matters
Alabama Power
In October 2005, the Alabama PSC approved a revision to the Rate Stabilization and Equalization Plan (Rate RSE) requested by Alabama Power. Effective January 2007, Rate RSE adjustments are based on forward-looking

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information for the applicable upcoming calendar year. Rate adjustments for any two-year period, when averaged together, cannot exceed 4% per year and any annual adjustment is limited to 5%. Rates remain unchanged when the retail return on common equity (ROE) is projected to be between 13% and 14.5%. If Alabama Power’s actual retail ROE is above the allowed equity return range, customer refunds will be required; however, there is no provision for additional customer billings should the actual retail ROE fall below the allowed equity return range. The Rate RSE increase for 2008 is 3.24%, or $147 million annually, and was effective in January 2008. Under the terms of Rate RSE, the maximum increase for 2009 cannot exceed 4.76%. See Note 3 to the financial statements under “Alabama Power Retail Regulatory Matters” for further information.
Georgia Power
In December 2007, the Georgia PSC approved the retail rate plan for the years 2008 through 2010 (2007 Retail Rate Plan). Under the 2007 Retail Rate Plan, Georgia Power’s earnings will continue to be evaluated against a retail ROE range of 10.25% to 12.25%. Two-thirds of any earnings above 12.25% will be applied to rate refunds with the remaining one-third applied to an environmental compliance cost recovery (ECCR) tariff. Georgia Power has agreed that it will not file for a general base rate increase during this period unless its projected retail ROE falls below 10.25%. Retail base rates increased by approximately $99.7 million effective January 1, 2008 to provide for cost recovery of transmission, distribution, generation, and other investments, as well as increased operating costs. In addition, the ECCR tariff was implemented to allow for the recovery of costs for required environmental projects mandated by state and federal regulations. The ECCR tariff increased rates by approximately $222 million effective January 1, 2008. Georgia Power is required to file a general rate case by July 1, 2010, in response to which the Georgia PSC would be expected to determine whether the 2007 Retail Rate Plan should be continued, modified, or discontinued. See Note 3 to the financial statements under “Georgia Power Retail Regulatory Matters” for additional information.
Fuel Cost Recovery
The traditional operating companies each have established fuel cost recovery rates approved by their respective state PSCs. Over the past several years, the traditional operating companies have continued to experience higher than expected fuel costs for coal, natural gas, and uranium. The traditional operating companies continuously monitor the under recovered fuel cost balance in light of these higher fuel costs. Each of the traditional operating companies received approval in 2006 and/or 2007 to increase its fuel cost recovery factor to recover existing under recovered amounts as well as projected future costs. At December 31, 2007, the amount of under recovered fuel costs included in the balance sheets was $1.1 billion compared to $1.3 billion at December 31, 2006.
Fuel cost recovery revenues as recorded on the financial statements are adjusted for differences in actual recoverable costs and amounts billed in current regulated rates. Accordingly, changing the billing factor has no significant effect on the Company’s revenues or net income, but does impact annual cash flow. Based on their respective state PSC orders, a portion of the under recovered regulatory clause revenues for Alabama Power and Georgia Power was reclassified from current assets to deferred charges and other assets in the balance sheets. See Note 1 to the financial statements under “Revenues” and Note 3 to the financial statements under “Alabama Power Retail Regulatory Matters” and “Georgia Power Retail Regulatory Matters” for additional information.
Storm Damage Cost Recovery
Each traditional operating company maintains a reserve to cover the cost of damages from major storms to its transmission and distribution lines and generally the cost of uninsured damages to its generation facilities and other property. In addition, each of the traditional operating companies has been authorized by its state PSC to defer the portion of the major storm restoration costs that exceeded the balance in its storm damage reserve account. As of December 31, 2007, the under recovered balance in Southern Company’s storm damage reserve accounts totaled

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approximately $43 million, of which approximately $40 million and $3 million, respectively, are included in the balance sheets herein under “Other Current Assets” and “Other Regulatory Assets.”
See Notes 1 and 3 to the financial statements under “Storm Damage Reserves” and “Storm Damage Cost Recovery,” respectively, for additional information on these reserves. The final outcome of these matters cannot now be determined.
Mirant Matters
Mirant was an energy company with businesses that included independent power projects and energy trading and risk management companies in the U.S. and selected other countries. It was a wholly-owned subsidiary of Southern Company until its initial public offering in October 2000. In April 2001, Southern Company completed a spin-off to its shareholders of its remaining ownership, and Mirant became an independent corporate entity.
In July 2003, Mirant and certain of its affiliates filed for voluntary reorganization under Chapter 11 of the Bankruptcy Code. In January 2006, Mirant’s plan of reorganization became effective, and Mirant emerged from bankruptcy. As part of the plan, Mirant transferred substantially all of its assets and its restructured debt to a new corporation that adopted the name Mirant Corporation (Reorganized Mirant). Southern Company has certain contingent liabilities associated with guarantees of contractual commitments made by Mirant’s subsidiaries discussed in Note 7 to the financial statements under “Guarantees” and with various lawsuits discussed in Note 3 to the financial statements under “Mirant Matters.”
In December 2004, as a result of concluding an Internal Revenue Service (IRS) audit for the tax years 2000 and 2001, Southern Company paid approximately $39 million in additional tax and interest related to Mirant tax items and filed a claim in Mirant’s bankruptcy case for that amount. Through December 2007, Southern Company received from the IRS approximately $36 million in refunds related to Mirant. Southern Company believes it has a right to recoup the $39 million tax payment owed by Mirant from such tax refunds. As a result, Southern Company intends to retain the tax refunds and reduce its claim against Mirant for the payment of Mirant taxes by the amount of such refunds. MC Asset Recovery, a special purpose subsidiary of Reorganized Mirant, has objected to and sought to equitably subordinate the Southern Company tax claim in its fraudulent transfer litigation against Southern Company. Southern Company has reserved the approximately $3 million amount remaining with respect to its Mirant tax claim.
If Southern Company is ultimately required to make any additional payments either with respect to the IRS audit or its contingent obligations under guarantees of Mirant subsidiaries, Mirant’s indemnification obligation to Southern Company for these additional payments, if allowed, would constitute unsecured claims against Mirant, entitled to stock in Reorganized Mirant. See Note 3 to the financial statements under “Mirant Matters — Mirant Bankruptcy.”
In June 2005, Mirant, as a debtor in possession, and The Official Committee of Unsecured Creditors of Mirant Corporation filed a complaint against Southern Company in the U.S. Bankruptcy Court for the Northern District of Texas, which was amended in July 2005, February 2006, May 2006, and March 2007. In January 2006, MC Asset Recovery was substituted as plaintiff. The fourth amended complaint (the complaint) alleges that Southern Company caused Mirant to engage in certain fraudulent transfers and to pay illegal dividends to Southern Company prior to the spin-off. The complaint also seeks to recharacterize certain advances from Southern Company to Mirant for investments in energy facilities from debt to equity. The complaint further alleges that Southern Company is liable to Mirant’s creditors for the full amount of Mirant’s liability and that Southern Company breached its fiduciary duties to Mirant and its creditors, caused Mirant to breach fiduciary duties to its creditors, and aided and abetted breaches of fiduciary duties by Mirant’s directors and officers. The complaint also seeks recoveries under theories of restitution, unjust enrichment, and alter ego. In addition, the complaint alleges a claim under the Federal Debt Collection Procedure Act (FDCPA) to void certain transfers from Mirant to Southern Company. MC Asset

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Recovery claims to have standing to assert violations of the FDCPA and to recover property on behalf of the Mirant debtors’ estates. The complaint seeks monetary damages in excess of $2 billion plus interest, punitive damages, attorneys’ fees, and costs. Finally, the complaint includes an objection to Southern Company’s pending claims against Mirant in the Bankruptcy Court (which relate to reimbursement under the separation agreements of payments such as income taxes, interest, legal fees, and other guarantees described in Note 7 to the financial statements) and seeks equitable subordination of Southern Company’s claims to the claims of all other creditors. Southern Company served an answer to the complaint in April 2007.
In February 2006, the Company’s motion to transfer the case to the U.S. District Court for the Northern District of Georgia was granted. In May 2006, Southern Company filed a motion for summary judgment seeking entry of judgment against the plaintiff as to all counts in the complaint. In December 2006, the U.S. District Court for the Northern District of Georgia granted in part and denied in part the motion. As a result, certain breach of fiduciary duty claims alleged in earlier versions of the complaint were barred; all other claims may proceed. Southern Company believes there is no meritorious basis for the claims in the complaint and is vigorously defending itself in this action. See Note 3 to the financial statements under “Mirant Matters — MC Asset Recovery Litigation” for additional information. The ultimate outcome of these matters cannot be determined at this time.
Mirant Securities Litigation
In November 2002, Southern Company, certain former and current senior officers of Southern Company, and 12 underwriters of Mirant’s initial public offering were added as defendants in a class action lawsuit that several Mirant shareholders originally filed against Mirant and certain Mirant officers in May 2002. Several other similar lawsuits filed subsequently were consolidated into this litigation in the U.S. District Court for the Northern District of Georgia. The amended complaint is based on allegations related to alleged improper energy trading and marketing activities involving the California energy market, alleged false statements and omissions in Mirant’s prospectus for its initial public offering and in subsequent public statements by Mirant, and accounting-related issues previously disclosed by Mirant. The lawsuit purports to include persons who acquired Mirant securities between September 26, 2000 and September 5, 2002.
In July 2003, the court dismissed all claims based on Mirant’s alleged improper energy trading and marketing activities involving the California energy market. The other claims do not allege any improper trading and marketing activity, accounting errors, or material misstatements or omissions on the part of Southern Company but seek to impose liability on Southern Company based on allegations that Southern Company was a “control person” as to Mirant prior to the spin-off date. Southern Company filed an answer to the consolidated amended class action complaint in September 2003. Plaintiffs have also filed a motion for class certification.
During Mirant’s Chapter 11 proceeding, the securities litigation was stayed, with the exception of limited discovery. Since Mirant’s plan of reorganization has become effective, the stay has been lifted. In March 2006, the plaintiffs filed a motion for reconsideration requesting that the court vacate that portion of its July 2003 order dismissing the plaintiffs’ claims based upon Mirant’s alleged improper energy trading and marketing activities involving the California energy market. Southern Company and the other defendants have opposed the plaintiffs’ motion. On March 6, 2007, the court granted plaintiffs’ motion for reconsideration, reinstated the California energy market claims, and granted in part and denied in part defendants’ motion to compel certain class certification discovery. On March 21, 2007, defendants filed renewed motions to dismiss the California energy claims on grounds originally set forth in their 2003 motions to dismiss, but which were not addressed by the court. On July 27, 2007, certain defendants, including Southern Company, filed motions for reconsideration of the court’s denial of a motion seeking dismissal of certain federal securities laws claims based upon, among other things, certain alleged errors included in financial statements issued by Mirant. The ultimate outcome of this matter cannot be determined at this time.

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The plaintiffs have also stated that they intend to request that the court grant leave for them to amend the complaint to add allegations based upon claims asserted against Southern Company in the MC Asset Recovery litigation.
Under certain circumstances, Southern Company will be obligated under its Bylaws to indemnify the four current and/or former Southern Company officers who served as directors of Mirant at the time of its initial public offering through the date of the spin-off and who are also named as defendants in this lawsuit. The final outcome of this matter cannot now be determined.
Income Tax Matters
Leveraged Lease Transactions
Southern Company undergoes audits by the IRS for each of its tax years. The IRS has completed its audits of Southern Company’s consolidated federal income tax returns for all years prior to 2004. The IRS challenged Southern Company’s deductions related to three international lease transactions (SILO or sale-in-lease-out transactions), in connection with its audits of Southern Company’s 2000 through 2003 tax returns. In the third quarter 2006, Southern Company paid the full amount of the disputed tax and the applicable interest on the SILO issue for tax years 2000 and 2001 and filed a claim for refund which was denied by the IRS. The disputed tax amount was $79 million and the related interest approximately $24 million for these tax years. This payment, and the subsequent IRS disallowance of the refund claim, closed the issue with the IRS and Southern Company initiated litigation in the U.S. District Court for the Northern District of Georgia for a complete refund of tax and interest paid for the 2000 and 2001 tax years. The IRS also challenged the SILO deductions for the tax years 2002 and 2003. The estimated amount of disputed tax and interest for these tax years was approximately $83 million and $15 million, respectively. The tax and interest for these tax years was paid to the IRS in the fourth quarter 2006. Southern Company has accounted for both payments in 2006 as deposits. For tax years 2000 through 2007, Southern Company has claimed approximately $330 million in tax benefits related to these SILO transactions challenged by the IRS. These tax benefits relate to timing differences and do not impact total net income. Southern Company believes these transactions are valid leases for U.S. tax purposes and the related deductions are allowable. Southern Company is continuing to pursue resolution of these matters; however, the ultimate outcome cannot now be determined. In addition, the U.S. Senate is currently considering legislation that would disallow tax benefits after December 31, 2007 for SILO losses and other international leveraged lease transactions (such as lease-in-lease-out transactions). The ultimate impact on Southern Company’s net income and cash flow will be dependent on the outcome of the pending litigation and proposed legislation, but could be significant, and potentially material.
FSP 13-2 amended FASB Statement No. 13, “Accounting for Leases” to require recalculation of the rate of return and the allocation of income whenever the projected timing of the income tax cash flows generated by a leveraged lease is revised. Southern Company adopted FSP 13-2 effective January 1, 2007. The initial adoption required Southern Company to recognize a cumulative effect through retained earnings. Any future changes in the underlying lease assumptions that will change the projected or actual income tax cash flows will result in an additional recalculation of the net investment in the leases and will be recorded currently in income. See ACCOUNTING POLICIES — “New Accounting Standards — Leveraged Lease Transactions” herein and Note 3 to the financial statements under “Income Tax Matters” herein for further details.
Bonus Depreciation
On February 13, 2008, President Bush signed the Economic Stimulus Act of 2008 (Stimulus Act) into law. The Stimulus Act includes a provision that allows 50% bonus depreciation for certain property acquired in 2008 and placed in service in 2008 or, in certain limited cases, 2009. Southern Company is currently assessing the financial implications of the Stimulus Act; however, the ultimate impact cannot be determined at this time.

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Georgia State Income Tax Credits
Georgia Power’s 2005 through 2007 income tax filings for the State of Georgia include state income tax credits for increased activity through Georgia ports. Georgia Power has also filed similar claims for the years 2002 through 2004. The Georgia Department of Revenue has not responded to these claims. On July 24, 2007, Georgia Power filed a complaint in the Superior Court of Fulton County to recover the credits claimed for the years 2002 through 2004. If allowed, these claims could have a significant, possibly material, positive effect on Southern Company’s net income. If Georgia Power is not successful, payment of the related state tax could have a significant, possibly material, negative effect on Southern Company’s cash flow. The ultimate outcome of this matter cannot now be determined.
Internal Revenue Code Section 199 Domestic Production Deduction
The American Jobs Creation Act of 2004 created a tax deduction for a portion of income attributable to U.S. production activities as defined in the Internal Revenue Code Section 199 (production activities deduction). The deduction is equal to a stated percentage of qualified production activities net income. The percentage is phased in over the years 2005 through 2010 with a 3% rate applicable to the years 2005 and 2006, a 6% rate applicable for years 2007 through 2009, and a 9% rate applicable for all years after 2009. See Note 5 to the financial statements under “Effective Tax Rate” for additional information.
Construction Projects
Integrated Coal Gasification Combined Cycle
In December 2005, Southern Power and the Orlando Utilities Commission (OUC) executed definitive agreements for development of a 285-megawatt IGCC project in Orlando, Florida. The definitive agreements provided that Southern Power would own at least 65% of the gasifier portion of the IGCC project. OUC would own the remainder of the gasifier portion and 100% of the combined cycle portion of the IGCC project. Southern Power signed cooperative agreements with the DOE that provided up to $293.8 million in grant funding for the gasification portion of this project. The IGCC project was expected to begin commercial operation in 2010. Due to continuing uncertainty surrounding potential state regulations relating to greenhouse gas emissions, Southern Power and OUC mutually agreed to terminate the construction of the gasifier portion of the IGCC project in November 2007. Southern Power will continue construction of the gas-fired combined cycle generating facility under a fixed price, long-term contract for engineering, procurement, and construction services. The Company recorded an after-tax loss of approximately $10.7 million in the fourth quarter of 2007 related to the cancellation of the gasifier portion of the IGCC project.
In June 2006, Mississippi Power filed an application with the United States Department of Energy (DOE) for certain tax credits available to projects using clean coal technologies under the Energy Policy Act of 2005. The proposed project is an advanced coal gasification facility located in Kemper County, Mississippi that would use locally mined lignite coal. The proposed 693-megawatt plant is expected to require an approximate investment of $1.5 billion, excluding the mine costs, and is expected to be completed in 2013. The DOE subsequently certified the project and in November 2006 the IRS allocated Internal Revenue Code tax credits to Mississippi Power of $133 million. The utilization of these credits is dependent upon meeting the certification requirements for the project under the Internal Revenue Code. The plant would use an air-blown IGCC technology that generates power from low-rank coals and coals with high moisture or high ash content. These coals, which include lignite, make up half the proven U.S. and worldwide coal reserves. Mississippi Power is undertaking a feasibility assessment of the project which could take up to two years. Approval by various regulatory agencies, including the Mississippi PSC, will also be required if the project proceeds. The Mississippi PSC has authorized Mississippi Power to create a regulatory asset for the approved retail portion of the costs associated with the generation resource planning, evaluation, and screening

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activities up to approximately $23.8 million ($16 million for the retail portion). The retail portion of these costs will be charged to and remain as a regulatory asset until the Mississippi PSC determines the prudence and ultimate recovery, which decision is expected in January 2009.
The final outcome of these matters cannot now be determined.
Nuclear
In August 2006, as part of a potential expansion of Plant Vogtle, Georgia Power and Southern Nuclear Operating Company, Inc. (SNC) filed an application with the Nuclear Regulatory Commission (NRC) for an early site permit (ESP) on behalf of the owners of Plant Vogtle. In addition, Georgia Power and SNC notified the NRC of their intent to apply for a combined construction and operating license (COL) in 2008. Ownership agreements have been signed with each of the existing Plant Vogtle co-owners. See Note 4 to the financial statements for additional information on these co-owners. In June 2006, the Georgia PSC approved an accounting order that would allow Georgia Power to defer for future recovery the ESP and COL costs, of which Georgia Power’s portion is estimated to total approximately $51 million. At December 31, 2007, approximately $28.4 million is included in deferred charges and other assets. No final decision has been made regarding actual construction. Any new generation resource must be certified by the Georgia PSC in a separate proceeding.
Southern Company also is participating in NuStart Energy Development, LLC (NuStart Energy), a broad-based nuclear industry consortium formed to share the cost of developing a COL and the related NRC review. NuStart Energy was organized to complete detailed engineering design work and to prepare COL applications for two advanced reactor designs. COLs for the two reactor designs were submitted to the NRC during the fourth quarter of 2007. The COLs ultimately are expected to be transferred to one or more of the consortium companies; however, at this time, none of them have committed to build a new nuclear plant.
Southern Company is also exploring other possibilities relating to nuclear power projects, both on its own or in partnership with other utilities. The final outcome of these matters cannot now be determined.
Nuclear Relicensing
In January 2002, the NRC granted Georgia Power a 20-year extension of the licenses for both units at Plant Hatch which permits the operation of Units 1 and 2 until 2034 and 2038, respectively. Georgia Power filed an application with the NRC in June 2007 to extend the licenses for Plant Vogtle Units 1 and 2 for an additional 20 years. Georgia Power anticipates the NRC may make a decision regarding the license extension for Plant Vogtle as early as 2009.
Other Matters
Southern Company is involved in various other matters being litigated, regulatory matters, and certain tax-related issues that could affect future earnings. In addition, Southern Company is subject to certain claims and legal actions arising in the ordinary course of business. Southern Company’s business activities are subject to extensive governmental regulation related to public health and the environment. Litigation over environmental issues and claims of various types, including property damage, personal injury, common law nuisance, and citizen enforcement of environmental requirements such as opacity and air and water quality standards, has increased generally throughout the United States. In particular, personal injury claims for damages caused by alleged exposure to hazardous materials have become more frequent. The ultimate outcome of such pending or potential litigation against Southern Company and its subsidiaries cannot be predicted at this time; however, for current proceedings not specifically reported herein, management does not anticipate that the liabilities, if any, arising from such current

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proceedings would have a material adverse effect on Southern Company’s financial statements. See Note 3 to the financial statements for information regarding material issues.
ACCOUNTING POLICIES
Application of Critical Accounting Policies and Estimates
Southern Company prepares its consolidated financial statements in accordance with accounting principles generally accepted in the United States. Significant accounting policies are described in Note 1 to the financial statements. In the application of these policies, certain estimates are made that may have a material impact on Southern Company’s results of operations and related disclosures. Different assumptions and measurements could produce estimates that are significantly different from those recorded in the financial statements. Senior management has discussed the development and selection of the critical accounting policies and estimates described below with the Audit Committee of Southern Company’s Board of Directors.
Electric Utility Regulation
Southern Company’s traditional operating companies, which comprise approximately 91% of Southern Company’s total earnings for 2007, are subject to retail regulation by their respective state PSCs and wholesale regulation by the FERC. These regulatory agencies set the rates the traditional operating companies are permitted to charge customers based on allowable costs. As a result, the traditional operating companies apply FASB Statement No. 71, “Accounting for the Effects of Certain Types of Regulation” (SFAS No. 71), which requires the financial statements to reflect the effects of rate regulation. Through the ratemaking process, the regulators may require the inclusion of costs or revenues in periods different than when they would be recognized by a non-regulated company. This treatment may result in the deferral of expenses and the recording of related regulatory assets based on anticipated future recovery through rates or the deferral of gains or creation of liabilities and the recording of related regulatory liabilities. The application of SFAS No. 71 has a further effect on the Company’s financial statements as a result of the estimates of allowable costs used in the ratemaking process. These estimates may differ from those actually incurred by the traditional operating companies; therefore, the accounting estimates inherent in specific costs such as depreciation, nuclear decommissioning, and pension and postretirement benefits have less of a direct impact on the Company’s results of operations than they would on a non-regulated company.
As reflected in Note 1 to the financial statements, significant regulatory assets and liabilities have been recorded. Management reviews the ultimate recoverability of these regulatory assets and liabilities based on applicable regulatory guidelines and accounting principles generally accepted in the United States. However, adverse legislative, judicial, or regulatory actions could materially impact the amounts of such regulatory assets and liabilities and could adversely impact the Company’s financial statements.
Contingent Obligations
Southern Company and its subsidiaries are subject to a number of federal and state laws and regulations, as well as other factors and conditions that potentially subject them to environmental, litigation, income tax, and other risks. See FUTURE EARNINGS POTENTIAL herein and Note 3 to the financial statements for more information regarding certain of these contingencies. Southern Company periodically evaluates its exposure to such risks and records reserves for those matters where a loss is considered probable and reasonably estimable in accordance with generally accepted accounting principles. The adequacy of reserves can be significantly affected by external events or conditions that can be unpredictable; thus, the ultimate outcome of such matters could materially affect Southern Company’s financial statements. These events or conditions include the following:

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  Changes in existing state or federal regulation by governmental authorities having jurisdiction over air quality, water quality, control of toxic substances, hazardous and solid wastes, and other environmental matters.
 
  Changes in existing income tax regulations or changes in IRS or state revenue department interpretations of existing regulations.
 
  Identification of additional sites that require environmental remediation or the filing of other complaints in which Southern Company or its subsidiaries may be asserted to be a potentially responsible party.
 
  Identification and evaluation of other potential lawsuits or complaints in which Southern Company or its subsidiaries may be named as a defendant.
 
  Resolution or progression of existing matters through the legislative process, the court systems, the IRS, the FERC, or the EPA.
Unbilled Revenues
Revenues related to the sale of electricity are recorded when electricity is delivered to customers. However, the determination of KWH sales to individual customers is based on the reading of their meters, which is performed on a systematic basis throughout the month. At the end of each month, amounts of electricity delivered to customers, but not yet metered and billed, are estimated. Components of the unbilled revenue estimates include total KWH territorial supply, total KWH billed, estimated total electricity lost in delivery, and customer usage. These components can fluctuate as a result of a number of factors including weather, generation patterns, and power delivery volume and other operational constraints. These factors can be unpredictable and can vary from historical trends. As a result, the overall estimate of unbilled revenues could be significantly affected, which could have a material impact on the Company’s results of operations.
Leveraged Leases
FASB Staff Position No. FAS 13-2, “Accounting for a Change or Projected Change in the Timing of Cash Flows Relating to Income Taxes Generated by a Leveraged Lease Transaction” (FSP 13-2) amended FASB Statement No. 13, “Accounting for Leases” to require recalculation of the rate of return and the allocation of income whenever the projected timing of the income tax cash flows generated by a leveraged lease is revised. Southern Company adopted FSP 13-2 effective January 1, 2007. The initial adoption required Southern Company to record a cumulative effect to retained earnings. Any future changes in the underlying lease assumptions, such as the expected resolution date of the ongoing SILO litigation, which will change the projected or actual income tax cash flows will result in an additional recalculation of the net investment in the leases and will be recorded currently in income. See FUTURE EARNINGS POTENTIAL — “Income Tax Matters — Leveraged Lease Transactions” above and Note 3 to the financial statements under “Income Tax Matters” herein for further details.
New Accounting Standards
Income Taxes
On January 1, 2007, Southern Company adopted FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes” (FIN 48), which requires companies to determine whether it is “more likely than not” that a tax position will be sustained upon examination by the appropriate taxing authorities before any part of the benefit can be recorded in the financial statements. It also provides guidance on the recognition, measurement, and classification of income tax uncertainties, along with any related interest and penalties. The provisions of FIN 48 were applied to all tax positions beginning January 1, 2007. The impact on Southern Company’s financial

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statements was a reduction to beginning 2007 retained earnings of approximately $15 million related to Southern Company’s SILO transactions. See Note 5 to the financial statements for additional information.
Leveraged Leases
Effective January 1, 2007, Southern Company adopted FSP 13-2. The cumulative effect of initially adopting FSP 13-2 was recorded as a reduction to beginning retained earnings. For the LILO (lease-in-lease-out) transaction settled with the IRS in February 2005, the cumulative effect of adopting FSP 13-2 was a $17 million reduction in retained earnings. With respect to Southern Company’s SILO transactions, the adoption of FSP 13-2 reduced retained earnings by $108 million. The adjustments to retained earnings are non-cash charges and will be recognized as income over the remaining terms of the affected leases. The adoption of FSP 13-2 also resulted in a reduction to net income of approximately $15 million during 2007. Any future changes in the projected or actual income tax cash flows will result in an additional recalculation of the net investment in the leases and will be recorded currently in income.
Pensions and Other Postretirement Plans
On December 31, 2006, Southern Company adopted FASB Statement No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans” (SFAS No. 158), which requires recognition of the funded status of its defined benefit postretirement plans in the balance sheets. Additionally, SFAS No. 158 will require Southern Company to change the measurement date for its defined benefit postretirement plan assets and obligations from September 30 to December 31 beginning with the year ending December 31, 2008. See Note 2 to the financial statements for additional information.
Fair Value Measurement
The FASB issued FASB Statement No. 157, “Fair Value Measurements” (SFAS No. 157) in September 2006. SFAS No. 157 provides guidance on how to measure fair value where it is permitted or required under other accounting pronouncements. SFAS No. 157 also requires additional disclosures about fair value measurements. Southern Company adopted SFAS No. 157 in its entirety on January 1, 2008, with no material effect on its financial condition or results of operations.
Fair Value Option
In February 2007, the FASB issued FASB Statement No. 159, “Fair Value Option for Financial Assets and Financial Liabilities — Including an Amendment of FASB Statement No. 115” (SFAS No. 159). This standard permits an entity to choose to measure many financial instruments and certain other items at fair value. Southern Company adopted SFAS No. 159 on January 1, 2008, with no material effect on its financial condition or results of operations.
Business Combinations
In December 2007, the FASB issued FASB Statement No. 141 (revised 2007), “Business Combinations (SFAS No. 141R). SFAS No. 141R, when adopted, will significantly change the accounting for business combinations, specifically the accounting for contingent consideration, contingencies, acquisition costs, and restructuring costs. Southern Company plans to adopt SFAS No. 141R on January 1, 2009. It is likely that the adoption of SFAS No. 141R will have a significant impact on the accounting for any business combinations completed by Southern Company after January 1, 2009.
In December 2007, the FASB issued FASB Statement No. 160, “Non-controlling Interests in Consolidated Financial Statements” (SFAS No. 160). SFAS No. 160 amends Accounting Research Bulletin No. 51, “Consolidated

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Financial Statements” to establish accounting and reporting standards for the non-controlling (minority) interest in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a non-controlling interest in a subsidiary should be reported as equity in the consolidated financial statements and establishes a single method of accounting for changes in a parent’s ownership interest in a subsidiary that do not result in deconsolidation. Southern Company plans to adopt SFAS No. 160 on January 1, 2009. Southern Company is currently assessing its impact, if any.
FINANCIAL CONDITION AND LIQUIDITY
Overview
Southern Company’s financial condition remained stable at December 31, 2007. Net cash provided from operating activities totaled $3.4 billion, an increase of $575 million as compared to 2006. The increase was primarily due to an increase in net income as previously discussed, an increase in cash collections from previously deferred fuel and storm damage costs, and a reduction in cash outflows compared to the previous year in fossil fuel inventory. In 2006, net cash provided from operating activities increased over the previous year by $290 million primarily as a result of a decrease in under recovered storm restoration costs, a decrease in accounts payable from year-end 2005 amounts that included substantial hurricane-related expenditures, partially offset by an increase in fossil fuel inventory. In 2005, net cash provided from operating activities totaled $2.5 billion, a decrease of $165 million as compared to 2004 primarily due to higher fuel costs at the traditional operating companies, partially offset by increases in base rates and fuel recovery rates.
Net cash used for investing activities in 2007 totaled $3.7 billion primarily due to property additions to utility plant of $3.5 billion. In 2006, net cash used for investing activities was $2.8 billion primarily due to property additions to utility plant of $3.0 billion, partially offset by proceeds from the sale of Southern Company Gas LLC and the receipt by Mississippi Power of capital grant proceeds related to Hurricane Katrina. In 2005, net cash used for investing activities was $2.6 billion primarily due to property additions to utility plant of $2.4 billion.
Net cash provided from financing activities totaled $348 million in 2007 primarily due to replacement of short-term debt with longer term financing and cash raised from common stock programs. In 2006 and 2005, net cash used for financing activities was $21 million and $67 million, respectively.
Significant balance sheet changes in 2007 include an increase in long-term debt of $1.6 billion primarily to replace short-term debt and to provide funds for the Company’s continuous construction program. Balance sheet changes also include an increase in property, plant, and equipment of $2.2 billion and an increase in prepaid pension assets of $820 million with a corresponding increase in other regulatory liabilities.
At the end of 2007, the closing price of Southern Company’s common stock was $38.75 per share, compared with book value of $16.23 per share. The market-to-book value ratio was 239% at the end of 2007, compared with 242% at year-end 2006.
Southern Company, each of the traditional operating companies, and Southern Power have received investment grade ratings from the major rating agencies with respect to debt, preferred securities, preferred stock, and/or preference stock. SCS has an investment grade corporate credit rating.
Sources of Capital
Southern Company intends to meet its future capital needs through internal cash flow and external security issuances. Equity capital can be provided from any combination of the Company’s stock plans, private placements, or public offerings. The amount and timing of additional equity capital to be raised in 2008, as well as in subsequent years, will be contingent on Southern Company’s investment opportunities.

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The traditional operating companies and Southern Power plan to obtain the funds required for construction and other purposes from sources similar to those used in the past, which were primarily from operating cash flows, security issuances, term loans, and short-term borrowings. However, the type and timing of any financings, if needed, will depend upon prevailing market conditions, regulatory approval, and other factors. The issuance of securities by the traditional operating companies is generally subject to the approval of the applicable state PSC. In addition, the issuance of all securities by Mississippi Power and Southern Power and short-term securities by Georgia Power is generally subject to regulatory approval by the FERC. Additionally, with respect to the public offering of securities, Southern Company and certain of its subsidiaries file registration statements with the Securities and Exchange Commission (SEC) under the Securities Act of 1933, as amended (1933 Act). The amounts of securities authorized by the appropriate regulatory authorities, as well as the amounts, if any, registered under the 1933 Act, are continuously monitored and appropriate filings are made to ensure flexibility in the capital markets.
Southern Company, each traditional operating company, and Southern Power obtain financing separately without credit support from any affiliate. See Note 6 to the financial statements under “Bank Credit Arrangements” for additional information. The Southern Company system does not maintain a centralized cash or money pool. Therefore, funds of each company are not commingled with funds of any other company.
Southern Company’s current liabilities frequently exceed current assets because of the continued use of short-term debt as a funding source to meet cash needs as well as scheduled maturities of long-term debt. To meet short-term cash needs and contingencies, Southern Company has substantial cash flow from operating activities and access to the capital markets, including commercial paper programs, to meet liquidity needs.
At December 31, 2007, Southern Company and its subsidiaries had approximately $201 million of cash and cash equivalents and $4.1 billion of unused credit arrangements with banks, of which $811 million expire in 2008 and $3.3 billion expire in 2012. Approximately $79 million of the credit facilities expiring in 2008 allow for the execution of term loans for an additional two-year period, and $500 million allow for the execution of one-year term loans. Most of these arrangements contain covenants that limit debt levels and typically contain cross default provisions that are restricted only to the indebtedness of the individual company. Southern Company and its subsidiaries are currently in compliance with all such covenants. See Note 6 to the financial statements under “Bank Credit Arrangements” for additional information.
Financing Activities
During 2007, Southern Company and its subsidiaries issued $3.4 billion of senior notes, $456 million of obligations related to tax-exempt bonds, and $470 million of preference stock. Interest rate hedges of $1.4 billion notional amount were settled at a gain of $9 million related to the issuances. The security issuances were used to redeem $2.6 billion of long-term debt, to reduce short-term indebtedness, to fund Southern Company’s ongoing construction program, and for general corporate purposes.
Subsequent to December 31, 2007, Alabama Power issued $300 million of senior notes. The proceeds from the sale of the senior notes were used to repay a portion of outstanding short-term indebtedness and for other general corporate purposes, including Alabama Power’s continuous construction program.
Off-Balance Sheet Financing Arrangements
In 2001, Mississippi Power began the initial 10-year term of a lease agreement for a combined cycle generating facility built at Plant Daniel for approximately $370 million. In 2003, the generating facility was acquired by Juniper Capital L.P. (Juniper), a limited partnership whose investors are unaffiliated with Mississippi Power. Simultaneously, Juniper entered into a restructured lease agreement with Mississippi Power. Juniper has also entered into leases with other parties unrelated to Mississippi Power. The assets leased by Mississippi Power comprise less than 50% of Juniper’s assets. Mississippi Power is not required to consolidate the leased assets and

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related liabilities, and the lease with Juniper is considered an operating lease. The lease also provides for a residual value guarantee, approximately 73% of the acquisition cost, by Mississippi Power that is due upon termination of the lease in the event that Mississippi Power does not renew the lease or purchase the assets and that the fair market value is less than the unamortized cost of the assets. See Note 7 to the financial statements under “Operating Leases” for additional information.
Credit Rating Risk
Southern Company does not have any credit arrangements that would require material changes in payment schedules or terminations as a result of a credit rating downgrade. There are certain contracts that could require collateral, but not accelerated payment, in the event of a credit rating change to BBB and Baa2, or BBB- or Baa3 or below. These contracts are primarily for physical electricity purchases and sales. At December 31, 2007, the maximum potential collateral requirements at a BBB and Baa2 rating were approximately $9 million and at a BBB- or Baa3 rating were approximately $297 million. At December 31, 2007, the maximum potential collateral requirements at a rating below BBB- or Baa3 were approximately $1.0 billion. Generally, collateral may be provided by a Southern Company guaranty, letter of credit, or cash.
Southern Company’s operating subsidiaries are also party to certain agreements that could require collateral and/or accelerated payment in the event of a credit rating change to below investment grade for Alabama Power and/or Georgia Power. These agreements are primarily for natural gas and power price risk management activities. At December 31, 2007, Southern Company’s total exposure to these types of agreements was approximately $15 million.
Market Price Risk
Southern Company is exposed to market risks, primarily commodity price risk and interest rate risk. To manage the volatility attributable to these exposures, the Company nets the exposures to take advantage of natural offsets and enters into various derivative transactions for the remaining exposures pursuant to the Company’s policies in areas such as counterparty exposure and risk management practices. Company policy is that derivatives are to be used primarily for hedging purposes and mandates strict adherence to all applicable risk management policies. Derivative positions are monitored using techniques including, but not limited to, market valuation, value at risk, stress testing, and sensitivity analysis.
To mitigate future exposure to a change in interest rates, the Company enters into forward starting interest rate swaps and other derivatives that have been designated as hedges. Derivatives outstanding at December 31, 2007 have a notional amount of $505 million and are related to anticipated debt issuances over the next two years. The weighted average interest rate on $3.4 billion of long-term variable interest rate exposure that has not been hedged at January 1, 2008 was 4.5%. On January 8, 2008, Georgia Power converted $115 million of floating rate pollution control bonds to a fixed interest rate, reducing the Company’s exposure to $3.3 billion. Beginning in February 2008, Georgia Power and Alabama Power hedged a total of $601 million and $576 million, respectively, of floating rate exposure, further reducing the Company’s long-term variable interest rate exposure to $2.1 billion. If Southern Company sustained a 100 basis point change in interest rates for all unhedged variable rate long-term debt, the change would affect annualized interest expense by approximately $33.7 million at January 1, 2008. Subsequent to the recently completed transactions, a 100 basis point change in interest rates for all unhedged variable rate long-term debt would affect annualized interest expense by approximately $22.2 million. For further information, see Notes 1 and 6 to the financial statements under “Financial Instruments.”
Of the Company’s remaining $2.1 billion of variable interest rate exposure, approximately $1.1 billion relates to tax-exempt auction rate pollution control bonds. Recent weakness in the auction markets has resulted in failed auctions during February 2008 of some of the $1.1 billion auction rate securities which results in significantly higher interest

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rates during the failed auctions period. The Company has sent notice of conversion of $946 million of these auction rate securities to alternative interest rate determination methods and plans to remarket all remaining auction rate securities in a timely manner. None of the securities are insured or backed by letters of credit that would require approval of a guarantor or security provider. It is not expected that the higher rates as a result of the weakness in the auction markets will be material.
Due to cost-based rate regulations, the traditional operating companies have limited exposure to market volatility in interest rates, commodity fuel prices, and prices of electricity. In addition, Southern Power’s exposure to market volatility in commodity fuel prices and prices of electricity is limited because its long-term sales contracts generally shift substantially all fuel cost responsibility to the purchaser. To mitigate residual risks relative to movements in electricity prices, the traditional operating companies enter into fixed-price contracts for the purchase and sale of electricity through the wholesale electricity market and, to a lesser extent, into financial hedge contracts for natural gas purchases. The traditional operating companies have implemented fuel-hedging programs at the instruction of their respective state PSCs.
The changes in fair value of energy-related derivative contracts and year-end valuations were as follows at December 31:
                 
    Changes in Fair Value
 
    2007   2006
 
    (in millions)
Contracts beginning of year
  $ (82 )   $ 101  
Contracts realized or settled
    80       93  
New contracts at inception
           
Changes in valuation techniques
           
Current period changes(a)
    6       (276 )
 
Contracts end of year
  $ 4     $ (82 )
 
(a)   Current period changes also include the changes in fair value of new contracts entered into during the period, if any.
                         
    Source of 2007 Year-End
    Valuation Prices
 
    Total   Maturity
    Fair Value   Year 1   1-3 Years
 
    (in millions)
Actively quoted
  $ (1 )   $ (11 )   $ 10  
External sources
    5       5        
Models and other methods
                 
 
Contracts end of year
  $ 4     $ (6 )   $ 10  
 
Unrealized gains and losses from mark-to-market adjustments on derivative contracts related to the traditional operating companies’ 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 traditional operating companies’ fuel cost recovery clauses. In addition, unrealized gains and losses on energy-related derivatives used by Southern Power to hedge anticipated purchases and sales are deferred in other comprehensive income. Gains and losses on derivative contracts that are not designated as hedges are recognized in the statements of income as incurred. At December 31, 2007, the fair value gains/(losses) of energy-related derivative contracts were reflected in the financial statements as follows:

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Southern Company and Subsidiary Companies 2007 Annual Report
         
    Amounts
 
    (in millions)
Regulatory assets, net
  $     
Accumulated other comprehensive income
    1  
Net income
    3  
 
Total fair value
  $ 4  
 
Unrealized pre-tax gains and losses from energy-related derivative contracts recognized in income were not material for any year presented.
Southern Company is exposed to market price risk in the event of nonperformance by counterparties to the energy-related derivative contracts. Southern Company’s policy is to enter into agreements with counterparties that have investment grade credit ratings by Moody’s and Standard & Poor’s or with counterparties who have posted collateral to cover potential credit exposure. Therefore, Southern Company does not anticipate market risk exposure from nonperformance by the counterparties. For additional information, see Notes 1 and 6 to the financial statements under “Financial Instruments.”
To reduce Southern Company’s exposure to changes in the value of synthetic fuel tax credits, which were impacted by changes in oil prices, the Company entered into derivative transactions indexed to oil prices. Because these transactions are not designated as hedges, the gains and losses are recognized in the statements of income as incurred. For 2007, the fair value gain recognized in income for mark to market transactions was $27 million. For 2006 and 2005, the fair value losses recognized in income for mark to market transactions were $32 million and $7 million, respectively. For further information, see Notes 1 and 6 to the financial statements under “Financial Instruments.”
Capital Requirements and Contractual Obligations
The construction program of Southern Company is currently estimated to be $4.5 billion for 2008, $4.8 billion for 2009, and $4.3 billion for 2010. Environmental expenditures included in these estimated amounts are $1.8 billion, $1.5 billion, and $0.6 billion for 2008, 2009, and 2010, respectively. Actual construction costs may vary from these estimates because of changes in such factors as: business conditions; environmental statutes and regulations; nuclear plant regulations; FERC rules and regulations; load projections; the cost and efficiency of construction labor, equipment, and materials; and the cost of capital. In addition, there can be no assurance that costs related to capital expenditures will be fully recovered.
As a result of NRC requirements, Alabama Power and Georgia Power have external trust funds for nuclear decommissioning costs; however, Alabama Power currently has no additional funding requirements. For additional information, see Note 1 to the financial statements under “Nuclear Decommissioning.”
In addition, as discussed in Note 2 to the financial statements, Southern Company provides postretirement benefits to substantially all employees and funds trusts to the extent required by the traditional operating companies’ respective regulatory commissions.
Other funding requirements related to obligations associated with scheduled maturities of long-term debt and preferred securities, as well as the related interest, derivative obligations, preferred and preference stock dividends, leases, and other purchase commitments are as follows. See Notes 1, 6, and 7 to the financial statements for additional information.

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MANAGEMENT’S DISCUSSION AND ANALYSIS (continued)
Southern Company and Subsidiary Companies 2007 Annual Report
Contractual Obligations
                                                 
            2009-   2011-   After   Uncertain    
    2008   2010   2012   2012   Timing (e)   Total
 
    (in millions)
Long-term debt (a)
                                               
Principal
  $ 1,053     $ 900     $ 1,909     $ 11,353     $     $ 15,215  
Interest
    805       1,479       1,398       10,985             14,667  
Preferred stock (b)
    125                               125  
Preferred and preference stock dividends (c)
    71       142       142                   355  
Other derivative obligations (d)
                                               
Commodity
    46                               46  
Interest
    16       4                         20  
Operating leases
    125       199        109       164             597  
Unrecognized tax benefits and interest (e)
    187                          108       295  
Purchase commitments (f)
                                               
Capital (g)
    4,275       8,779                         13,054  
Limestone (h)
    7       49       69       180             305  
Coal
    3,413       3,766       1,359       1,683             10,221  
Nuclear fuel
    176       358        313       167             1,014  
Natural gas (i)
    1,735       1,773        948       3,530             7,986  
Purchased power
    177        436        381       1,656             2,650  
Long-term service agreements (j)
    81        203        205       1,784             2,273  
Trusts —
                                               
Nuclear decommissioning
    7       7       7       56             77  
Postretirement benefits (k)
    46       84                         130  
 
Total
  $ 12,345     $ 18,179     $ 6,840     $ 31,558     $ 108     $ 69,030  
 
(a)   All amounts are reflected based on final maturity dates. Southern Company and its subsidiaries plan to continue to retire higher-cost securities and replace these obligations with lower-cost capital if market conditions permit. Variable rate interest obligations are estimated based on rates as of January 1, 2008, as reflected in the statements of capitalization. Fixed rates include, where applicable, the effects of interest rate derivatives employed to manage interest rate risk.
 
(b)   On October 26, 2007, Alabama Power announced the redemption on January 1, 2008 of 1,250 shares of Flexible Money Market Class A Preferred Stock (Series 2003A), Cumulative, Par Value $1 Per Share (Stated Capital $100,000 Per Share).
 
(c)   Preferred and preference stock do not mature; therefore, amounts are provided for the next five years only.
 
(d)   For additional information, see Notes 1 and 6 to the financial statements.
 
(e)   The timing related to the $108 million in unrecognized tax benefits and interest payments in individual years beyond 12 months cannot be reasonably and reliably estimated due to uncertainties in the timing of the effective settlement of tax positions. Of this $108 million, $71 million is expected to represent cash payments. See Notes 3 and 5 to the financial statements for additional information.
 
(f)   Southern Company generally does not enter into non-cancelable commitments for other operations and maintenance expenditures. Total other operations and maintenance expenses for 2007, 2006, and 2005 were $3.7 billion, $3.5 billion, and $3.5 billion, respectively.
 
(g)   Southern Company forecasts capital expenditures over a three-year period. Amounts represent current estimates of total expenditures excluding those amounts related to contractual purchase commitments for nuclear fuel. At December 31, 2007, significant purchase commitments were outstanding in connection with the construction program.
 
(h)   As part of Southern Company’s program to reduce sulfur dioxide emissions from certain of its coal plants, the traditional operating companies are constructing certain equipment and have entered into various long-term commitments for the procurement of limestone to be used in such equipment.
 
(i)   Natural gas purchase commitments are based on various indices at the time of delivery. Amounts reflected have been estimated based on the New York Mercantile Exchange future prices at December 31, 2007.
 
(j)   Long-term service agreements include price escalation based on inflation indices.
 
(k)   Southern Company forecasts postretirement trust contributions over a three-year period. No contributions related to Southern Company’s pension trust are currently expected during this period. See Note 2 to the financial statements for additional information related to the pension and postretirement plans, including estimated benefit payments. Certain benefit payments will be made through the related trusts. Other benefit payments will be made from Southern Company’s corporate assets.

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MANAGEMENT’S DISCUSSION AND ANALYSIS (continued)
Southern Company and Subsidiary Companies 2007 Annual Report
Cautionary Statement Regarding Forward-Looking Statements
Southern Company’s 2007 Annual Report contains forward-looking statements. Forward-looking statements include, among other things, statements concerning the strategic goals for the wholesale business, customer growth, storm damage cost recovery and repairs, fuel cost recovery, environmental regulations and expenditures, earnings growth, dividend payout ratios, access to sources of capital, projections for postretirement benefit trust contributions, financing activities, completion of construction projects, impacts of adoption of new accounting rules, and estimated construction and other expenditures. In some cases, forward-looking statements can be identified by terminology such as “may,” “will,” “could,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “projects,” “predicts,” “potential,” or “continue” or the negative of these terms or other similar terminology. There are various factors that could cause actual results to differ materially from those suggested by the forward-looking statements; accordingly, there can be no assurance that such indicated results will be realized. These factors include:
  the impact of recent and future federal and state regulatory change, including legislative and regulatory initiatives regarding deregulation and restructuring of the electric utility industry, implementation of the Energy Policy Act of 2005, environmental laws including regulation of water quality and emissions of sulfur, nitrogen, mercury, carbon, soot, or particulate matter and other substances, and also changes in tax and other laws and regulations to which Southern Company and its subsidiaries are subject, as well as changes in application of existing laws and regulations;
 
  current and future litigation, regulatory investigations, proceedings, or inquiries, including the pending EPA civil actions against certain Southern Company subsidiaries, FERC matters, IRS audits, and Mirant matters;
 
  the effects, extent, and timing of the entry of additional competition in the markets in which Southern Company’s subsidiaries operate;
 
  variations in demand for electricity, including those relating to weather, the general economy, population, and business growth (and declines), and the effects of energy conservation measures;
 
  available sources and costs of fuel;
 
  effects of inflation;
 
  ability to control costs;
 
  investment performance of Southern Company’s employee benefit plans;
 
  advances in technology;
 
  state and federal rate regulations and the impact of pending and future rate cases and negotiations, including rate actions relating to fuel and storm restoration cost recovery;
 
  the performance of projects undertaken by the non-utility businesses and the success of efforts to invest in and develop new opportunities;
 
  internal restructuring or other restructuring options that may be pursued;
 
  potential business strategies, including acquisitions or dispositions of assets or businesses, which cannot be assured to be completed or beneficial to Southern Company or its subsidiaries;
 
  the ability of counterparties of Southern Company and its subsidiaries to make payments as and when due;
 
  the ability to obtain new short- and long-term contracts with neighboring utilities;
 
  the direct or indirect effect on Southern Company’s business resulting from terrorist incidents and the threat of terrorist incidents;
 
  interest rate fluctuations and financial market conditions and the results of financing efforts, including Southern Company’s and its subsidiaries’ credit ratings;
 
  the ability of Southern Company and its subsidiaries to obtain additional generating capacity at competitive prices;
 
  catastrophic events such as fires, earthquakes, explosions, floods, hurricanes, droughts, pandemic health events such as an avian influenza, or other similar occurrences;
 
  the direct or indirect effects on Southern Company’s business resulting from incidents similar to the August 2003 power outage in the Northeast;
 
  the effect of accounting pronouncements issued periodically by standard setting bodies; and
 
  other factors discussed elsewhere herein and in other reports (including the Form 10-K) filed by the Company from time to time with the SEC.
Southern Company expressly disclaims any obligation to update any forward-looking statements.

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CONSOLIDATED STATEMENTS OF INCOME
For the Years Ended December 31, 2007, 2006, and 2005
Southern Company and Subsidiary Companies 2007 Annual Report
                         
 
    2007     2006     2005  
 
    (in millions)  
 
                       
Operating Revenues:
                       
Retail revenues
  $ 12,639     $ 11,801     $ 11,165  
Wholesale revenues
    1,988       1,822       1,667  
Other electric revenues
    513       465       446  
Other revenues
    213       268       276  
 
Total operating revenues
    15,353       14,356       13,554  
 
Operating Expenses:
                       
Fuel
    5,856       5,152       4,495  
Purchased power
    515       543       731  
Other operations
    2,495       2,423       2,394  
Maintenance
    1,175       1,096       1,116  
Depreciation and amortization
    1,245       1,200       1,176  
Taxes other than income taxes
    741       718       680  
 
Total operating expenses
    12,027       11,132       10,592  
 
Operating Income
    3,326       3,224       2,962  
Other Income and (Expense):
                       
Allowance for equity funds used during construction
    106       50       51  
Interest income
    45       41       36  
Equity in losses of unconsolidated subsidiaries
    (24 )     (57 )     (119 )
Leveraged lease income
    40       69       74  
Impairment loss on equity method investments
          (16 )      
Interest expense, net of amounts capitalized
    (886 )     (866 )     (747 )
Preferred and preference dividends of subsidiaries
    (48 )     (34 )     (30 )
Other income (expense), net
    10       (58 )     (41 )
 
Total other income and (expense)
    (757 )     (871 )     (776 )
 
Earnings Before Income Taxes
    2,569       2,353       2,186  
Income taxes
    835       780       595  
 
Consolidated Net Income
  $ 1,734     $ 1,573     $ 1,591  
 
Common Stock Data:
                       
Earnings per share—
                       
Basic
  $ 2.29     $ 2.12     $ 2.14  
Diluted
    2.28       2.10       2.13  
 
Average number of shares of common stock outstanding — (in millions)
                       
Basic
    756       743       744  
Diluted
    761       748       749  
 
Cash dividends paid per share of common stock
  $ 1.595     $ 1.535     $ 1.475  
 
The accompanying notes are an integral part of these financial statements.

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CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Years Ended December 31, 2007, 2006, and 2005
Southern Company and Subsidiary Companies 2007 Annual Report
                         
 
    2007     2006     2005  
 
    (in millions)  
Operating Activities:
                       
Consolidated net income
  $ 1,734     $ 1,573     $ 1,591  
Adjustments to reconcile consolidated net income to net cash provided from operating activities —
                       
Depreciation and amortization
    1,486       1,421       1,398  
Deferred income taxes and investment tax credits
    7       202       499  
Allowance for equity funds used during construction
    (106 )     (50 )     (51 )
Equity in losses of unconsolidated subsidiaries
    24       57       119  
Leveraged lease income
    (40 )     (69 )     (74 )
Pension, postretirement, and other employee benefits
    39       46       (6 )
Stock option expense
    28       28        
Derivative fair value adjustments
    (30 )     32       8  
Hedge settlements
    10       13       (19 )
Hurricane Katrina grant proceeds-property reserve
    60              
Storm damage accounting order
                48  
Other, net
    58       50       20  
Changes in certain current assets and liabilities —
                       
Receivables
    165       (69 )     (1,045 )
Fossil fuel stock
    (39 )     (246 )     (110 )
Materials and supplies
    (71 )     7       (78 )
Other current assets
          73       (1 )
Accounts payable
    105       (173 )     71  
Hurricane Katrina grant proceeds
    14       120        
Accrued taxes
    (19 )     (103 )     28  
Accrued compensation
    (40 )     (24 )     13  
Other current liabilities
    10       (68 )     119  
 
Net cash provided from operating activities
    3,395       2,820       2,530  
 
Investing Activities:
                       
Property additions
    (3,545 )     (2,994 )     (2,370 )
Investment in restricted cash from pollution control bonds
    (157 )            
Distribution of restricted cash from pollution control bonds
    78              
Nuclear decommissioning trust fund purchases
    (783 )     (751 )     (606 )
Nuclear decommissioning trust fund sales
    775       743       596  
Proceeds from property sales
    33       150       10  
Hurricane Katrina capital grant proceeds
    35       153        
Investment in unconsolidated subsidiaries
    (37 )     (64 )     (115 )
Cost of removal net of salvage
    (108 )     (90 )     (128 )
Other
          19       (16 )
 
Net cash used for investing activities
    (3,709 )     (2,834 )     (2,629 )
 
Financing Activities:
                       
Increase (decrease) in notes payable, net
    (669 )     683       831  
Proceeds —
                       
Long-term debt
    3,826       1,564       1,608  
Preferred and preference stock
    470       150       55  
Common stock
    538       137       213  
Redemptions —
                       
Long-term debt
    (2,566 )     (1,366 )     (1,285 )
Preferred and preference stock
          (15 )     (4 )
Common stock repurchased
                (352 )
Payment of common stock dividends
    (1,205 )     (1,140 )     (1,098 )
Other
    (46 )     (34 )     (35 )
 
Net cash (used for) provided from financing activities
    348       (21 )     (67 )
 
Net Change in Cash and Cash Equivalents
    34       (35 )     (166 )
Cash and Cash Equivalents at Beginning of Year
    167       202       368  
 
Cash and Cash Equivalents at End of Year
  $ 201     $ 167     $ 202  
 
The accompanying notes are an integral part of these financial statements.

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CONSOLIDATED BALANCE SHEETS
At December 31, 2007 and 2006
Southern Company and Subsidiary Companies 2007 Annual Report
                 
 
Assets   2007     2006  
 
    (in millions)  
Current Assets:
               
Cash and cash equivalents
  $ 201     $ 167  
Restricted cash
    68        
Receivables —
               
Customer accounts receivable
    1,000       943  
Unbilled revenues
    294       283  
Under recovered regulatory clause revenues
    716       517  
Other accounts and notes receivable
    348       330  
Accumulated provision for uncollectible accounts
    (22 )     (35 )
Fossil fuel stock, at average cost
    710       675  
Materials and supplies, at average cost
    725       648  
Vacation pay
    135       121  
Prepaid expenses
    146       128  
Other
    411       242  
 
Total current assets
    4,732       4,019  
 
Property, Plant, and Equipment:
               
In service
    47,176       45,486  
Less accumulated depreciation
    17,413       16,582  
 
 
    29,763       28,904  
Nuclear fuel, at amortized cost
    336       317  
Construction work in progress
    3,228       1,871  
 
Total property, plant, and equipment
    33,327       31,092  
 
Other Property and Investments:
               
Nuclear decommissioning trusts, at fair value
    1,132       1,058  
Leveraged leases
    984       1,139  
Other
    238       296  
 
Total other property and investments
    2,354       2,493  
 
Deferred Charges and Other Assets:
               
Deferred charges related to income taxes
    910       895  
Prepaid pension costs
    2,369       1,549  
Unamortized debt issuance expense
    191       172  
Unamortized loss on reacquired debt
    289       293  
Deferred under recovered regulatory clause revenues
    389       845  
Other regulatory assets
    768       936  
Other
    460       564  
 
Total deferred charges and other assets
    5,376       5,254  
 
Total Assets
  $ 45,789     $ 42,858  
 
The accompanying notes are an integral part of these financial statements.

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CONSOLIDATED BALANCE SHEETS
At December 31, 2007 and 2006
Southern Company and Subsidiary Companies 2007 Annual Report
                 
 
Liabilities and Stockholders’ Equity   2007     2006  
 
    (in millions)  
Current Liabilities:
               
Securities due within one year
  $ 1,178     $ 1,418  
Notes payable
    1,272       1,941  
Accounts payable
    1,214       1,081  
Customer deposits
    274       249  
Accrued taxes —
               
Income taxes
    217       110  
Other
    330       391  
Accrued interest
    218       184  
Accrued vacation pay
    171       151  
Accrued compensation
    408       444  
Other
    349       384  
 
Total current liabilities
    5,631       6,353  
 
Long-term Debt (See accompanying statements)
    14,143       12,503  
 
Deferred Credits and Other Liabilities:
               
Accumulated deferred income taxes
    5,839       5,989  
Deferred credits related to income taxes
    272       291  
Accumulated deferred investment tax credits
    479       503  
Employee benefit obligations
    1,492       1,567  
Asset retirement obligations
    1,200       1,137  
Other cost of removal obligations
    1,308       1,300  
Other regulatory liabilities
    1,613       794  
Other
    347       306  
 
Total deferred credits and other liabilities
    12,550       11,887  
 
Total Liabilities
    32,324       30,743  
 
Preferred and Preference Stock of Subsidiaries (See accompanying statements)
    1,080       744  
 
Common Stockholders’ Equity (See accompanying statements)
    12,385       11,371  
 
Total Liabilities and Stockholders’ Equity
  $ 45,789     $ 42,858  
 
Commitments and Contingent Matters (See notes)
               
 
The accompanying notes are an integral part of these financial statements.

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CONSOLIDATED STATEMENTS OF CAPITALIZATION
At December 31, 2007 and 2006
Southern Company and Subsidiary Companies 2007 Annual Report
                                         
 
            2007     2006     2007     2006  
            (in millions)     (percent of total)  
 
                                       
Long-Term Debt:
                                       
Long-term debt payable to affiliated trusts —
                                       
Maturity
  Interest Rates                                
2041 through 2044
  4.75% to 7.20%   $ 412     $ 1,561                  
 
Long-term senior notes and debt —
                                       
Maturity
  Interest Rates                                
2007
  3.50% to 7.13%           1,204                  
2008
  2.54% to 7.00%     459       460                  
2009
  4.10% to 7.00%     127       127                  
2010
  4.70%       102       102                  
2011
  4.00% to 5.10%     302       302                  
2012
  4.85% to 6.25%     1,478       778                  
2013 through 2047
  4.35% to 8.12%     8,060       5,952                  
Adjustable rates (at 1/1/08):
                                       
2007
  5.62%             169                  
2008
  4.94% to 5.00%     550                        
2009
  5.09% to 5.33%     440       440                  
2010
  6.35%       202       221                  
 
Total long-term senior notes and debt
            11,720       9,755                  
 
Other long-term debt —
                                       
Pollution control revenue bonds —
                                       
Maturity
  Interest Rates                                
2012 through 2036
  3.76% to 5.45%     812       812                  
Variable rates (at 1/1/08):
                                       
2011 through 2041
  2.67% to 5.25%     2,170       1,714                  
 
Total other long-term debt
            2,982       2,526                  
 
Capitalized lease obligations
            101       97                  
 
Unamortized debt (discount), net
            (19 )     (18 )                
 
Total long-term debt (annual interest requirement — $805 million)
            15,196       13,921                  
Less amount due within one year
            1,053       1,418                  
 
Long-term debt excluding amount due within one year
            14,143       12,503       51.2 %     50.8 %
 

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CONSOLIDATED STATEMENTS OF CAPITALIZATION (continued)
At December 31, 2007 and 2006
Southern Company and Subsidiary Companies 2007 Annual Report
                                 
 
    2007     2006     2007     2006  
    (in millions)     (percent of total)  
 
                               
Preferred and Preference Stock of Subsidiaries:
                               
Cumulative preferred stock
                               
$100 par or stated value — 4.20% to 5.44%
                               
Authorized — 20 million shares
                               
Outstanding — 1 million shares
    81       81                  
$1 par value — 4.95% to 5.83%
                               
Authorized — 28 million shares
                               
Outstanding — 12 million shares: $25 stated value
    294       294                  
Outstanding — 1,250 shares: $100,000 stated capital
    123       123                  
Non-cumulative preferred stock
                               
$25 par value — 6.00% to 6.13%
                               
Authorized — 60 million shares
                               
Outstanding — 2 million shares
    45       45                  
Preference stock
                               
Authorized — 65 million shares
                               
Outstanding — $1 par value — 5.63% to 6.50%
    343       147                  
— 2007: 14 million shares (non-cumulative)
                               
— 2006: 6 million shares (non-cumulative)
                               
— $100 par or stated value — 6.00% to 6.50%
    319       54                  
— 2007: 3 million shares (non-cumulative)
                               
— 2006: 1 million shares (non-cumulative)
                               
 
Total preferred and preference stock of subsidiaries
                               
(annual dividend requirement — $71 million)
    1,205       744                  
Less amount due within one year
    125                        
 
Preferred and preference stock of subsidiaries excluding amount due within one year
    1,080       744       3.9       3.0  
 
Common Stockholders’ Equity:
                               
Common stock, par value $5 per share —
    3,817       3,759                  
Authorized — 1 billion shares
                               
Issued — 2007: 764 million shares
                               
— 2006: 752 million shares
                               
Treasury — 2007: 0.4 million shares
                               
— 2006: 5.6 million shares
                               
Paid-in capital
    1,454       1,096                  
Treasury, at cost
    (11 )     (192 )                
Retained earnings
    7,155       6,765                  
Accumulated other comprehensive income (loss)
    (30 )     (57 )                
 
Total common stockholders’ equity
    12,385       11,371       44.9       46.2  
 
Total Capitalization
  $ 27,608     $ 24,618       100.0 %     100.0 %
 
The accompanying notes are an integral part of these financial statements.

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CONSOLIDATED STATEMENTS OF COMMON STOCKHOLDERS’ EQUITY
For the Years Ended December 31, 2007, 2006, and 2005
Southern Company and Subsidiary Companies 2007 Annual Report
                                                 
 
    Common Stock           Accumulated    
    Par   Paid-In           Retained   Other Comprehensive    
    Value   Capital   Treasury   Earnings   Income (Loss)   Total
  (in millions)
Balance at December 31, 2004
  $ 3,709     $ 869     $ (6 )   $ 5,839     $ (133 )   $ 10,278  
Net income
                      1,591             1,591  
Other comprehensive income
                            5       5  
Stock issued
    50       216                         266  
Stock repurchased, at cost
                (352 )                 (352 )
Cash dividends
                      (1,098 )           (1,098 )
Other
                (1 )                 (1 )
 
Balance at December 31, 2005
    3,759       1,085       (359 )     6,332       (128 )     10,689  
Net income
                      1,573             1,573  
Other comprehensive income
                            19       19  
Adjustment to initially apply FASB Statement No. 158, net of tax
                            52       52  
Stock issued
          11       168                   179  
Cash dividends
                      (1,140 )           (1,140 )
Other
                (1 )                 (1 )
 
Balance at December 31, 2006
    3,759       1,096       (192 )     6,765       (57 )     11,371  
Net income
                      1,734             1,734  
Other comprehensive income
                            27       27  
Stock issued
    58       356       183                   597  
Adjustment to initially apply FIN 48, net of tax
                      (15 )           (15 )
Adjustment to initially apply FSP 13-2,
net of tax
                      (125 )           (125 )
Cash dividends
                      (1,204 )           (1,204 )
Other
          2       (2 )                  
 
Balance at December 31, 2007
  $ 3,817     $ 1,454     $ (11 )   $ 7,155     $ (30 )   $ 12,385  
 
The accompanying notes are an integral part of these financial statements.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the Years Ended December 31, 2007, 2006, and 2005
Southern Company and Subsidiary Companies 2007 Annual Report
                         
 
    2007     2006     2005  
    (in millions)  
Consolidated Net Income
  $ 1,734     $ 1,573     $ 1,591  
 
Other comprehensive income:
                       
Qualifying hedges:
                       
Changes in fair value, net of tax of $(3), $(5), and $11, respectively
    (5 )     (8 )     18  
Reclassification adjustment for amounts included in net income, net of tax of $6, $-, and $1, respectively
    9       1       2  
Marketable securities:
                       
Changes in fair value, net of tax of $3, $4, and $(2), respectively
    4       8       (4 )
Reclassification adjustment for amounts included in net income, net of tax of $-, $-, and $-, respectively
    (1 )            
Pension and other postretirement benefit plans:
                       
Benefit plan net gain (loss), net of tax of $13, $-, and $-, respectively
    20              
Additional prior service costs from amendment to non-qualified pension plans, net of tax of $(2), $-, and $-, respectively
    (2 )            
Change in additional minimum pension liability, net of tax of $-, $10, and $(6), respectively
          18       (11 )
Reclassification adjustment for amounts included in net income, net of tax of $1, $-, and $-, respectively
    2              
 
Total other comprehensive income
    27       19       5  
 
Consolidated Comprehensive Income
  $ 1,761     $ 1,592     $ 1,596  
 
The accompanying notes are an integral part of these financial statements.

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NOTES TO FINANCIAL STATEMENTS
Southern Company and Subsidiary Companies 2007 Annual Report
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
General
The Southern Company (the Company) is the parent company of four traditional operating companies, Southern Power Company (Southern Power), Southern Company Services, Inc. (SCS), Southern Communications Services, Inc. (SouthernLINC Wireless), Southern Company Holdings, Inc. (Southern Holdings), Southern Nuclear Operating Company, Inc. (Southern Nuclear), and other direct and indirect subsidiaries. The traditional operating companies, Alabama Power, Georgia Power, Gulf Power, and Mississippi Power, are vertically integrated utilities providing electric service in four Southeastern states. Southern Power constructs, acquires, and manages generation assets and sells electricity at market-based rates in the wholesale market. SCS, the system service company, provides, at cost, specialized services to Southern Company and the subsidiary companies. SouthernLINC Wireless provides digital wireless communications services to the traditional operating companies and also markets these services to the public and provides fiber cable services within the Southeast. Southern Holdings is an intermediate holding company subsidiary for Southern Company’s investments in synthetic fuels and leveraged leases and various other energy-related businesses. The investments in synthetic fuels ended on December 31, 2007. Southern Nuclear operates and provides services to Southern Company’s nuclear power plants.
The financial statements reflect Southern Company’s investments in the subsidiaries on a consolidated basis. The equity method is used for entities in which the Company has significant influence but does not control and for variable interest entities where the Company is not the primary beneficiary. All material intercompany transactions have been eliminated in consolidation.
The traditional operating companies, Southern Power, and certain of their subsidiaries are subject to regulation by the Federal Energy Regulatory Commission (FERC) and the traditional operating companies are also subject to regulation by their respective state public service commissions (PSC). The companies follow accounting principles generally accepted in the United States and comply with the accounting policies and practices prescribed by their respective commissions. The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires the use of estimates, and the actual results may differ from those estimates.
Reclassifications
Certain prior years’ data presented in the financial statements have been reclassified to conform to the current year presentation. These reclassifications had no effect on total assets, net income, cash flows, or earnings per share.
The balance sheets and the statements of cash flows have been modified to combine “Long-term Debt Payable to Affiliate Trusts” into “Long-term Debt.” Correspondingly, the statements of income were modified to report “Interest expense to affiliate trusts” together with “Interest expense, net of amounts capitalized.” Due to the immateriality of earnings from discontinued operations during all periods presented, the statements of income and the statements of comprehensive income have been modified to report net income without a separate disclosure of the effect from discontinued operations. Also, due to immateriality, the statements of cash flows were adjusted to reflect “Tax benefit of stock options” together with the amounts reported in “Other, net.”
Related Party Transactions
Alabama Power and Georgia Power purchased synthetic fuel from Alabama Fuel Products, LLC (AFP), an entity in which Southern Holdings held a 30% ownership interest until July 2006, when its ownership interest was terminated. Total fuel purchases through June 2006 and for the year 2005 were $354 million and $507 million, respectively. Synfuel Services, Inc. (SSI), another subsidiary of Southern Holdings, provided fuel transportation services to AFP that were ultimately reflected in the cost of the synthetic fuel billed to Alabama Power and Georgia Power. In connection with these services, the related revenues of approximately $62 million and $83 million through June 2006 and for the year 2005, respectively, have been eliminated against fuel expense in the financial

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NOTES (continued)
Southern Company and Subsidiary Companies 2007 Annual Report
statements. SSI also provided additional services to AFP, as well as to a related party of AFP. Revenues from these transactions totaled approximately $24 million and $40 million through June 2006 and for the year 2005, respectively.
Subsequent to the termination of Southern Company’s membership interest in AFP, Alabama Power and Georgia Power continued to purchase an additional $750 million and $384 million in fuel from AFP in 2007 and 2006, respectively. SSI continued to provide fuel transportation services of $131 million in 2007 and $62 million in 2006, which were eliminated against fuel expense in the financial statements. SSI also provided other additional services to AFP and a related party of AFP totaling $47 million and $21 million in 2007 and 2006, respectively. The synthetic fuel investments and related party transactions were terminated on December 31, 2007.
Regulatory Assets and Liabilities
The traditional operating companies are subject to the provisions of Financial Accounting Standards Board (FASB) Statement No. 71, “Accounting for the Effects of Certain Types of Regulation” (SFAS No. 71). Regulatory assets represent probable future revenues associated with certain costs that are expected to be recovered from customers through the ratemaking process. Regulatory liabilities represent probable future reductions in revenues associated with amounts that are expected to be credited to customers through the ratemaking process. Regulatory assets and (liabilities) reflected in the balance sheets at December 31 relate to:
                         
    2007   2006   Note
 
    (in millions)
Deferred income tax charges
  $ 911     $ 896       (a )
Asset retirement obligations-asset
    50       61       (a )
Asset retirement obligations-liability
    (154 )     (155 )     (a )
Other cost of removal obligations
    (1,308 )     (1,300 )     (a )
Deferred income tax credits
    (275 )     (293 )     (a )
Loss on reacquired debt
    289       293       (b )
Vacation pay
    135       121       (c )
Under recovered regulatory clause revenues
    371       411       (d )
Building lease
    49       51       (d )
Generating plant outage costs
    46       56       (d )
Under recovered storm damage costs
    43       89       (d )
Fuel hedging-asset
    25       115       (d )
Fuel hedging-liability
    (20 )     (13 )     (d )
Other assets
    88       55       (d )
Environmental remediation-asset
    67       57       (d )
Environmental remediation-liability
    (22 )     (32 )     (d )
Deferred purchased power
    (20 )     (38 )     (d )
Other liabilities
    (111 )     (50 )     (d )
Plant Daniel capacity
          (6 )     (e )
Overfunded retiree benefit plans
    (1,288 )     (508 )     (f )
Underfunded retiree benefit plans
    547       697       (f )
 
Total
  $ (577 )   $ 507          
 
Note: The recovery and amortization periods for these regulatory assets and (liabilities) are as follows:
(a)   Asset retirement and removal liabilities are recorded, deferred income tax assets are recovered, and deferred tax liabilities are amortized over the related property lives, which may range up to 65 years. Asset retirement and removal liabilities will be settled and trued up following completion of the related activities.
 
(b)   Recovered over either the remaining life of the original issue or, if refinanced, over the life of the new issue, which may range up to 50 years.
 
(c)   Recorded as earned by employees and recovered as paid, generally within one year.
 
(d)   Recorded and recovered or amortized as approved by the appropriate state PSCs.
 
(e)   Amortized over a four-year period that ended in 2007.
 
(f)   Recovered and amortized over the average remaining service period which may range up to 14 years. See Note 2 under “Retirement Benefits.”

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NOTES (continued)
Southern Company and Subsidiary Companies 2007 Annual Report
In the event that a portion of a traditional operating company’s operations is no longer subject to the provisions of SFAS No. 71, such company would be required to write off related regulatory assets and liabilities that are not specifically recoverable through regulated rates. In addition, the traditional operating company would be required to determine if any impairment to other assets, including plant, exists and write down the assets, if impaired, to their fair values. All regulatory assets and liabilities are to be reflected in rates. See Note 3 under “Alabama Power Retail Regulatory Matters,” “Georgia Power Retail Regulatory Matters,” and “Storm Damage Cost Recovery” for additional information.
Revenues
Wholesale capacity revenues are generally recognized on a levelized basis over the appropriate contract periods. Energy and other revenues are recognized as services are provided. Unbilled revenues related to retail sales are accrued at the end of each fiscal period. Electric rates for the traditional operating companies include provisions to adjust billings for fluctuations in fuel costs, fuel hedging, the energy component of purchased power costs, and certain other costs. Revenues are adjusted for differences between these actual costs and amounts billed in current regulated rates. Under or over recovered regulatory clause revenues are recorded in the balance sheets and are recovered or returned to customers through adjustments to the billing factors.
Retail fuel cost recovery mechanisms vary by each retail operating company, but in general, the process requires periodic filings with the appropriate state PSC. Alabama Power continuously monitors the under/over recovered balance and files for a revised fuel rate when management deems appropriate. Georgia Power is required to file a new fuel case no later than March 1, 2008. Gulf Power is required to notify the Florida PSC if the projected fuel revenue over or under recovery exceeds 10% of the projected fuel revenue applicable for the period and indicate if an adjustment to the fuel cost recovery factor is being requested. Mississippi Power is required to file for an adjustment to the fuel cost recovery factor annually. See Note 3 under “Alabama Power Retail Regulatory Matters” and “Georgia Power Retail Regulatory Matters” for additional information.
Southern Company has a diversified base of customers. No single customer or industry comprises 10% or more of revenues. For all periods presented, uncollectible accounts averaged less than 1% of revenues.
Fuel Costs
Fuel costs are expensed as the fuel is used. Fuel expense generally includes the cost of purchased emission allowances as they are used. Fuel expense also includes the amortization of the cost of nuclear fuel and a charge, based on nuclear generation, for the permanent disposal of spent nuclear fuel.
Nuclear Fuel Disposal Costs
Alabama Power and Georgia Power have contracts with the United States, acting through the U.S. Department of Energy (DOE), that provide for the permanent disposal of spent nuclear fuel. The DOE failed to begin disposing of spent nuclear fuel in 1998 as required by the contracts, and Alabama Power and Georgia Power are pursuing legal remedies against the government for breach of contract.
On July 9, 2007, the U.S. Court of Federal Claims awarded Georgia Power a total of $30 million, based on its ownership interests, and awarded Alabama Power $17.3 million, representing all of the direct costs of the expansion of spent nuclear fuel storage facilities from 1998 through 2004. On July 24, 2007, the government filed a motion for reconsideration, which was denied on November 1, 2007. The government filed an appeal on January 2, 2008. No amounts have been recognized in the financial statements as of December 31, 2007. The final outcome of this matter cannot be determined at this time, but no material impact on net income is expected as any award received is expected to be returned to customers.

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Southern Company and Subsidiary Companies 2007 Annual Report
Sufficient pool storage capacity for spent fuel is available at Plant Vogtle to maintain full-core discharge capability for both units into 2014. Construction of an on-site dry storage facility at Plant Vogtle is expected to begin in sufficient time to maintain pool full-core discharge capability. At Plants Hatch and Farley, on-site dry storage facilities are operational and can be expanded to accommodate spent fuel through the expected life of each plant.
Income and Other Taxes
Southern Company uses the liability method of accounting for deferred income taxes and provides deferred income taxes for all significant income tax temporary differences. Investment tax credits utilized are deferred and amortized to income over the average life of the related property. Taxes that are collected from customers on behalf of governmental agencies to be remitted to these agencies are presented net on the statements of income.
In accordance with FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes” (FIN 48), Southern Company recognizes tax positions that are “more likely than not” of being sustained upon examination by the appropriate taxing authorities. See Note 5 under “Unrecognized Tax Benefits” for additional information on the effect of adopting FIN 48.
Property, Plant, and Equipment
Property, plant, and equipment is stated at original cost less regulatory disallowances and impairments. Original cost includes: materials; labor; minor items of property; appropriate administrative and general costs; payroll-related costs such as taxes, pensions, and other benefits; and the interest capitalized and/or cost of funds used during construction.
Southern Company’s property, plant, and equipment consisted of the following at December 31:
                 
    2007     2006  
 
    (in millions)  
Generation
  $ 23,879     $ 23,355  
Transmission
    6,761       6,352  
Distribution
    13,134       12,484  
General
    2,619       2,510  
Plant acquisition adjustment
    43       40  
 
Utility plant in service
    46,436       44,741  
 
IT equipment and software
    230       226  
Communications equipment
    452       445  
Other
    58       74  
 
Other plant in service
    740       745  
 
Total plant in service
  $ 47,176     $ 45,486  
 
The cost of replacements of property, exclusive of minor items of property, is capitalized. The cost of maintenance, repairs, and replacement of minor items of property is charged to maintenance expense as incurred or performed with the exception of nuclear refueling costs, which are recorded in accordance with specific state PSC orders. Alabama Power accrues estimated nuclear refueling costs in advance of the unit’s next refueling outage. Georgia Power defers and amortizes nuclear refueling costs over the unit’s operating cycle before the next refueling. The refueling cycles for Alabama Power and Georgia Power range from 18 to 24 months for each unit. In accordance with a Georgia PSC order, Georgia Power also defers the costs of certain significant inspection costs for the combustion turbines at Plant McIntosh and amortizes such costs over 10 years, which approximates the expected maintenance cycle.

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Southern Company and Subsidiary Companies 2007 Annual Report
Depreciation and Amortization
Depreciation of the original cost of utility plant in service is provided primarily by using composite straight-line rates, which approximated 3.0% in 2007, 3.0% in 2006, and 2.9% in 2005. Depreciation studies are conducted periodically to update the composite rates. These studies are filed with the respective state PSC for the traditional operating companies. Accumulated depreciation for utility plant in service totaled $17.0 billion and $16.2 billion at December 31, 2007 and 2006, respectively. When property subject to composite depreciation is retired or otherwise disposed of in the normal course of business, its original cost, together with the cost of removal, less salvage, is charged to accumulated depreciation. For other property dispositions, the applicable cost and accumulated depreciation is removed from the balance sheet accounts and a gain or loss is recognized. Minor items of property included in the original cost of the plant are retired when the related property unit is retired.
Under Georgia Power’s retail rate plan for the three years ended December 31, 2007 (2004 Retail Rate Plan), Georgia Power was ordered to recognize Georgia PSC—certified capacity costs in rates evenly over the three years covered by the 2004 Retail Rate Plan. Georgia Power recorded credits to amortization of $19 million and $14 million in 2007 and 2006, respectively, and an increase to amortization of $33 million in 2005. See Note 3 under “Retail Regulatory Matters — Rate Plans” for additional information.
In May 2004, the Mississippi PSC approved Mississippi Power’s request to reclassify 266 megawatts of Plant Daniel units 3 and 4 capacity to jurisdictional cost of service effective January 1, 2004 and authorized Mississippi Power to include the related costs and revenue credits in jurisdictional rate base, cost of service, and revenue requirement calculations for purposes of retail rate recovery. Mississippi Power amortized the related regulatory liability pursuant to the Mississippi PSC’s order as follows: $17 million in 2004, $25 million in 2005, $13 million in 2006, and $6 million in 2007, resulting in increases to earnings in each of those years.
Depreciation of the original cost of other plant in service is provided primarily on a straight-line basis over estimated useful lives ranging from 3 to 25 years. Accumulated depreciation for other plant in service totaled $429 million and $405 million at December 31, 2007 and 2006, respectively.
Asset Retirement Obligations and Other Costs of Removal
Asset retirement obligations are computed as the present value of the ultimate costs for an asset’s future retirement and are recorded in the period in which the liability is incurred. The costs are capitalized as part of the related long-lived asset and depreciated over the asset’s useful life. The Company has received accounting guidance from the various state PSCs allowing the continued accrual of other future retirement costs for long-lived assets that the Company does not have a legal obligation to retire. Accordingly, the accumulated removal costs for these obligations will continue to be reflected in the balance sheets as a regulatory liability.
The liability recognized to retire long-lived assets primarily relates to the Company’s nuclear facilities, Plants Farley, Hatch, and Vogtle. The fair value of assets legally restricted for settling retirement obligations related to nuclear facilities as of December 31, 2007 was $1.1 billion. In addition, the Company has retirement obligations related to various landfill sites and underground storage tanks. In connection with the adoption of FASB Interpretation No. 47, “Accounting for Conditional Asset Retirement Obligations” (FIN 47), Southern Company also recorded additional asset retirement obligations (and assets) of approximately $153 million, primarily related to asbestos removal and disposal of polychlorinated biphenyls in certain transformers. The Company also has identified retirement obligations related to certain transmission and distribution facilities, co-generation facilities, certain wireless communication towers, and certain structures authorized by the U.S. Army Corps of Engineers. However, liabilities for the removal of these assets have not been recorded because the range of time over which the Company may settle these obligations is unknown and cannot be reasonably estimated. The Company will continue to recognize in the statements of income allowed removal costs in accordance with its regulatory treatment. Any differences between costs recognized under FASB Statement No. 143 “Accounting for Asset Retirement

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NOTES (continued)
Southern Company and Subsidiary Companies 2007 Annual Report
Obligations” (SFAS No. 143) and FIN 47 and those reflected in rates are recognized as either a regulatory asset or liability, as ordered by the various state PSCs, and are reflected in the balance sheets. See “Nuclear Decommissioning” herein for further information on amounts included in rates.
Details of the asset retirement obligations included in the balance sheets are as follows:
                 
    2007   2006
 
    (in millions)
Balance beginning of year
  $ 1,137     $ 1,117  
Liabilities incurred
    1       8  
Liabilities settled
    (8 )     (5 )
Accretion
    74       73  
Cash flow revisions
    (1 )     (56 )
 
Balance end of year
  $ 1,203     $ 1,137  
 
Nuclear Decommissioning
The Nuclear Regulatory Commission (NRC) requires licensees of commercial nuclear power reactors to establish a plan for providing reasonable assurance of funds for future decommissioning. Alabama Power and Georgia Power have external trust funds to comply with the NRC’s regulations. Use of the funds is restricted to nuclear decommissioning activities and the funds are managed and invested in accordance with applicable requirements of various regulatory bodies, including the NRC, the FERC, and state PSCs, as well as the Internal Revenue Service (IRS). The trust funds are invested in a tax-efficient manner in a diversified mix of equity and fixed income securities and are classified as available-for-sale.
The trust funds are included in the balance sheets at fair value, as obtained from quoted market prices for the same or similar investments. As the external trust funds are actively managed by unrelated parties with limited direction from the Company, the Company does not have the ability to choose to hold securities with unrealized losses until recovery. Through 2005, the Company considered other-than-temporary impairments to be immaterial. However, since the January 1, 2006 effective date of FASB Staff Position FAS 115-1/124-1, “The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments” (FSP No. 115-1), the Company considers all unrealized losses to represent other-than-temporary impairments. The adoption of FSP No. 115-1 had no impact on the results of operations, cash flows, or financial condition of the Company as all losses have been and continue to be recorded through a regulatory liability, whether realized, unrealized, or identified as other-than-temporary.
Details of the securities held in these trusts at December 31, 2007 were as follows:
                         
            Other-than-Temporary    
2007   Unrealized Gains   Impairments   Fair Value
 
    (in millions)
Equity
  $ 256.3     $ (27.9 )   $ 787.8  
Debt
    11.8       (5.3 )     312.0  
Other
    0.1             32.0  
 
Total
  $ 268.2     $ (33.2 )   $ 1,131.8  
 
                         
            Other-than-Temporary    
2006   Unrealized Gains   Impairments   Fair Value
 
    (in millions)
Equity
  $ 227.9     $ (10.3 )   $ 763.1  
Debt
    3.7       (2.1 )     285.5  
Other
                8.9  
 
Total
  $ 231.6     $ (12.4 )   $ 1,057.5  
 

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NOTES (continued)
Southern Company and Subsidiary Companies 2007 Annual Report
The contractual maturities of debt securities at December 31, 2007 are as follows: $35.7 million in 2008; $67.3 million in 2009-2012; $58.1 million in 2013-2017; and $151.2 million thereafter.
Sales of the securities held in the trust funds resulted in cash proceeds of $774.8 million, $743.1 million, and $596.3 million in 2007, 2006, and 2005, respectively, all of which were re-invested. Realized gains and other-than-temporary impairment losses were $78.3 million and $76.3 million, respectively, in 2007 and $39.8 million and $30.3 million, respectively, in 2006. Net realized gains were $22.5 million in 2005. Realized gains and other-than-temporary impairment losses are determined on a specific identification basis. In accordance with regulatory guidance, all realized and unrealized gains and losses are included in the regulatory liability for asset retirement obligations in the balance sheets and are not included in net income or other comprehensive income. Unrealized gains and other-than-temporary impairment losses are considered non-cash transactions for purposes of the statements of cash flow.
Amounts previously recorded in internal reserves are being transferred into the external trust funds over periods approved by the respective state PSCs. The NRC’s minimum external funding requirements are based on a generic estimate of the cost to decommission only the radioactive portions of a nuclear unit based on the size and type of reactor. Alabama Power and Georgia Power have filed plans with the NRC designed to ensure that, over time, the deposits and earnings of the external trust funds will provide the minimum funding amounts prescribed by the NRC. At December 31, 2007, the accumulated provisions for decommissioning were as follows:
                         
    Plant Farley   Plant Hatch   Plant Vogtle
 
    (in millions)
External trust funds, at fair value
  $ 543     $ 368     $ 222  
Internal reserves
    27              
 
Total
  $ 570     $ 368     $ 222  
 
Site study cost is the estimate to decommission a specific facility as of the site study year. The estimated costs of decommissioning based on the most current studies, which were performed in 2003 for Plant Farley and in 2006 for the Georgia Power plants, were as follows for Alabama Power’s Plant Farley and Georgia Power’s ownership interests in Plants Hatch and Vogtle:
                         
    Plant Farley   Plant Hatch   Plant Vogtle
 
Decommissioning periods:
                       
Beginning year
    2017       2034       2027  
Completion year
    2046       2061       2051  
 
 
          (in millions)        
Site study costs:
                       
Radiated structures
  $ 892     $ 544     $ 507  
Non-radiated structures
    63       46       67  
 
Total
  $ 955     $ 590     $ 574  
 
The decommissioning cost estimates are based on prompt dismantlement and removal of the plant from service. The actual decommissioning costs may vary from the above estimates because of changes in the assumed date of decommissioning, changes in NRC requirements, or changes in the assumptions used in making these estimates.
For ratemaking purposes, Alabama Power’s decommissioning costs are based on the site study and Georgia Power’s decommissioning costs are based on the NRC generic estimate to decommission the radioactive portion of the facilities as of 2006. The estimates used in current rates are $450 million and $313 million for Plants Hatch and Vogtle, respectively. Amounts expensed were $7 million annually for Plant Vogtle for 2005 through 2007. Significant assumptions used to determine these costs for ratemaking were an inflation rate of 4.5% and 2.9% for

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Alabama Power and Georgia Power, respectively, and a trust earnings rate of 7.0% and 4.9% for Alabama Power and Georgia Power, respectively. As a result of license extensions, amounts previously contributed to the external trust funds for Plants Hatch and Farley are currently projected to be adequate to meet the decommissioning obligations. Georgia Power filed an application with the NRC in June 2007 to extend the licenses for Plant Vogtle Units 1 and 2 for an additional 20 years. Georgia Power anticipates the NRC may make a decision regarding the license extension for Plant Vogtle as early as 2009.
Allowance for Funds Used During Construction (AFUDC) and Interest Capitalized
In accordance with regulatory treatment, the traditional operating companies record AFUDC, which represents the estimated debt and equity costs of capital funds that are necessary to finance the construction of new regulated facilities. While cash is not realized currently from such allowance, it increases the revenue requirement over the service life of the plant through a higher rate base and higher depreciation expense. The equity component of AFUDC is not included in calculating taxable income. Interest related to the construction of new facilities not included in the traditional operating companies’ regulated rates is capitalized in accordance with standard interest capitalization requirements. AFUDC and interest capitalized, net of income taxes were 8.4%, 4.2%, and 4.0% of net income for 2007, 2006, and 2005, respectively.
Cash payments for interest totaled $798 million, $875 million, and $661 million in 2007, 2006, and 2005, respectively, net of amounts capitalized of $64 million, $27 million, and $21 million, respectively.
Impairment of Long-Lived Assets and Intangibles
Southern Company evaluates long-lived assets for impairment when events or changes in circumstances indicate that the carrying value of such assets may not be recoverable. The determination of whether an impairment has occurred is based on either a specific regulatory disallowance or an estimate of undiscounted future cash flows attributable to the assets, as compared with the carrying value of the assets. If an impairment has occurred, the amount of the impairment recognized is determined by either the amount of regulatory disallowance or by estimating the fair value of the assets and recording a loss if the carrying value is greater than the fair value. For assets identified as held for sale, the carrying value is compared to the estimated fair value less the cost to sell in order to determine if an impairment loss is required. Until the assets are disposed of, their estimated fair value is re-evaluated when circumstances or events change.
Storm Damage Reserves
Each traditional operating company maintains a reserve to cover the cost of damages from major storms to its transmission and distribution lines and generally the cost of uninsured damages to its generation facilities and other property. In accordance with their respective state PSC orders, the traditional operating companies accrued $25.6 million in 2007 that is recoverable through rates. Alabama Power, Gulf Power, and Mississippi Power also have discretionary authority from their state PSCs to accrue certain additional amounts as circumstances warrant. In 2007, there were no such accruals. In 2006 and 2005, additional accruals totaled $3 million and $6 million, respectively. See Note 3 under “Storm Damage Cost Recovery” for additional information regarding these reserves following Hurricanes Ivan, Dennis, and Katrina and the deferral of additional costs, as well as additional rate riders or other cost recovery mechanisms which have been or may be approved by the respective state PSCs to recover the deferred costs and accrue reserves for future storms.
Leveraged Leases
Southern Company has several leveraged lease agreements, with terms ranging up to 45 years, which relate to international and domestic energy generation, distribution, and transportation assets. Southern Company receives federal income tax deductions for depreciation and amortization, as well as interest on long-term debt related to

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these investments. The Company reviews all important lease assumptions at least annually, or more frequently if events or changes in circumstances indicate that a change in assumptions has occurred or may occur. These assumptions include the effective tax rate, the residual value, the credit quality of the lessees, and the timing of expected tax cash flows.
Southern Company’s net investment in domestic leveraged leases consists of the following at December 31:
                 
    2007   2006
 
    (in millions)
Net rentals receivable
  $ 494     $ 497  
Unearned income
    (244 )     (261 )
 
Investment in leveraged leases
     250        236  
Deferred taxes from leveraged leases
    (163 )     (133 )
 
Net investment in leveraged leases
  $ 87     $ 103  
 
A summary of the components of income from domestic leveraged leases was as follows:
                         
    2007   2006   2005
 
    (in millions)
Pretax leveraged lease income
  $ 16     $ 20     $ 23  
Income tax expense
    (7 )     (9 )     (11 )
 
Net leveraged lease income
  $ 9     $ 11     $ 12  
 
Southern Company’s net investment in international leveraged leases consists of the following at December 31:
                 
    2007   2006
 
    (in millions)
Net rentals receivable
  $ 1,298     $ 1,299  
Unearned income
    (563 )     (396 )
 
Investment in leveraged leases
    735        903  
Deferred taxes from leveraged leases
    (316 )     (492 )
 
Net investment in leveraged leases
  $ 419     $ 411  
 
A summary of the components of income from international leveraged leases was as follows:
                         
    2007   2006   2005
 
    (in millions)
Pretax leveraged lease income
  $ 24     $ 49     $ 51  
Income tax expense
    (8 )     (17 )     (18 )
 
Net leveraged lease income
  $ 16     $ 32     $ 33  
 
See Note 3 under “Income Tax Matters” for additional information regarding the leveraged lease transactions.
Cash and Cash Equivalents
For purposes of the financial statements, temporary cash investments are considered cash equivalents. Temporary cash investments are securities with original maturities of 90 days or less.

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Materials and Supplies
Generally, materials and supplies include the average costs of transmission, distribution, and generating plant materials. Materials are charged to inventory when purchased and then expensed or capitalized to plant, as appropriate, when installed.
Fuel Inventory
Fuel inventory includes the average costs of oil, coal, natural gas, and emission allowances. Fuel is charged to inventory when purchased and then expensed as used and recovered by the traditional operating companies through fuel cost recovery rates approved by each state PSC. Emission allowances granted by the Environmental Protection Agency (EPA) are included in inventory at zero cost.
Stock Options
Prior to January 1, 2006, Southern Company accounted for options granted in accordance with Accounting Principles Board Opinion No. 25; thus, no compensation expense was recognized because the exercise price of all options granted equaled the fair market value on the date of the grant.
Effective January 1, 2006, the Company adopted the fair value recognition provisions of FASB Statement No. 123(R), “Share-Based Payment” (SFAS No. 123(R)), using the modified prospective method. Under that method, compensation cost for the years ended December 31, 2007 and 2006 was recognized as the requisite service was rendered and included: (a) compensation cost for the portion of share-based awards granted prior to and that were outstanding as of January 1, 2006, for which the requisite service had not been rendered, based on the grant-date fair value of those awards as calculated in accordance with the original provisions of FASB Statement No. 123, “Accounting for Stock-Based Compensation”, and (b) compensation cost for all share-based awards granted subsequent to January 1, 2006, based on the grant-date fair value estimated in accordance with the provisions of SFAS No. 123(R). Results for prior periods have not been restated.
For Southern Company, the adoption of SFAS No. 123(R) resulted in a reduction in earnings before income taxes and net income of $28 million and $17 million, respectively, for the year ended December 31, 2007, and $28 million and $17 million, respectively, for the year ended December 31, 2006. Additionally, SFAS No. 123(R) requires the gross excess tax benefit from stock option exercises to be reclassified as a financing cash flow as opposed to an operating cash flow; the reduction in operating cash flows and increase in financing cash flows for the years ended December 31, 2007 and 2006 was $21 million and $10 million, respectively.
The adoption of SFAS No. 123(R) also resulted in a reduction in basic and diluted earnings per share of $0.03 and $0.02, respectively, for the year ended December 31, 2007 and $0.02 and $0.03, respectively, for the year ended December 31, 2006.
For the year ended December 31, 2005, prior to the adoption of SFAS No. 123(R), the pro forma impact of fair-value accounting for options granted on net income and basic and diluted earnings per share was as follows:
                         
            Options Impact    
2005   As Reported   After Tax   Pro Forma
 
Net income (in millions)
  $ 1,591     $ (17 )   $ 1,574  
Earnings per share (dollars):
                       
Basic
  $ 2.14             $ 2.12  
Diluted
  $ 2.13             $ 2.10  
Because historical forfeitures have been insignificant and are expected to remain insignificant, no forfeitures were assumed in the calculation of compensation expense; rather they are recognized when they occur.

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Southern Company and Subsidiary Companies 2007 Annual Report
The estimated fair values of stock options granted in 2007, 2006, and 2005 were derived using the Black-Scholes stock option pricing model. Expected volatility was based on historical volatility of Southern Company’s stock over a period equal to the expected term. Southern Company used historical exercise data to estimate the expected term that represents the period of time that options granted to employees are expected to be outstanding. The risk-free rate was based on the U.S. Treasury yield curve in effect at the time of grant that covers the expected term of the stock options. The following table shows the assumptions used in the pricing model and the weighted average grant-date fair value of stock options granted:
                         
Year Ended December 31   2007   2006   2005
 
Expected volatility
    14.8 %     16.9 %     17.9 %
Expected term (in years)
    5.0       5.0       5.0  
Interest rate
    4.6 %     4.6 %     3.9 %
Dividend yield
    4.3 %     4.4 %     4.4 %
Weighted average grant-date fair value
  $ 4.12     $ 4.15     $ 3.90  
Financial Instruments
Southern Company uses derivative financial instruments to limit exposure to fluctuations in interest rates, the prices of certain fuel purchases, and electricity purchases and sales. All derivative financial instruments are recognized as either assets or liabilities (categorized in “Other”) and are measured at fair value. Substantially all of Southern Company’s bulk energy purchases and sales contracts that meet the definition of a derivative are exempt from fair value accounting requirements and are accounted for under the accrual method. Other derivative contracts qualify as cash flow hedges of anticipated transactions or are recoverable through the traditional operating companies’ fuel hedging programs. This results in the deferral of related gains and losses in other comprehensive income or regulatory assets and liabilities, respectively, until the hedged transactions occur. Any ineffectiveness arising from cash flow hedges is recognized currently in net income. Other derivative contracts, including derivatives related to synthetic fuel investments, are marked to market through current period income and are recorded on a net basis in the statements of income.
Southern Company is exposed to losses related to financial instruments in the event of counterparties’ nonperformance. The Company has established controls to determine and monitor the creditworthiness of counterparties in order to mitigate the Company’s exposure to counterparty credit risk.
The other Southern Company financial instruments for which the carrying amount did not equal fair value at December 31 were as follows:
                 
    Carrying Amount   Fair Value
 
    (in millions)
Long-term debt:
               
2007
  $ 15,095     $ 14,931  
2006
  $ 13,824     $ 13,702  
The fair values were based on either closing market prices or closing prices of comparable instruments.
Comprehensive Income
The objective of comprehensive income is to report a measure of all changes in common stock equity of an enterprise that result from transactions and other economic events of the period other than transactions with owners. Comprehensive income consists of net income, changes in the fair value of qualifying cash flow hedges and marketable securities, and certain changes in pension and other post retirement benefit plans, less income taxes and reclassifications for amounts included in net income.

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Southern Company and Subsidiary Companies 2007 Annual Report
Variable Interest Entities
The primary beneficiary of a variable interest entity must consolidate the related assets and liabilities. Southern Company has established certain wholly-owned trusts to issue preferred securities. See Note 6 under “Long-Term Debt Payable to Affiliated Trusts” for additional information. However, Southern Company and the traditional operating companies are not considered the primary beneficiaries of the trusts. Therefore, the investments in these trusts are reflected as Other Investments, and the related loans from the trusts are included in Long-term Debt in the balance sheets.
In addition, Southern Company holds an 85% limited partnership investment in an energy/technology venture capital fund that is consolidated in the financial statements. During the third quarter of 2004, Southern Company terminated new investments in this fund; however, additional contributions to existing investments will still occur. Southern Company has committed to a maximum investment of $46 million, of which $44 million has been funded. Southern Company’s investment in the fund at December 31, 2007 totaled $26.4 million.
2. RETIREMENT BENEFITS
Southern Company has a defined benefit, trusteed, pension plan covering substantially all employees. The plan is funded in accordance with requirements of the Employee Retirement Income Security Act of 1974, as amended (ERISA). No contributions to the plan are expected for the year ending December 31, 2008. Southern Company also provides certain defined benefit pension plans for a selected group of management and highly compensated employees. Benefits under these non-qualified plans are funded on a cash basis. In addition, Southern Company provides certain medical care and life insurance benefits for retired employees through other postretirement benefit plans. The traditional operating companies fund related trusts to the extent required by their respective regulatory commissions. For the year ending December 31, 2008, postretirement trust contributions are expected to total approximately $46 million.
The measurement date for plan assets and obligations is September 30 for each year presented. Pursuant to FASB Statement No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans,” Southern Company will be required to change the measurement date for its defined benefit postretirement plans from September 30 to December 31 beginning with the year ending December 31, 2008.
Pension Plans
The total accumulated benefit obligation for the pension plans was $5.3 billion in 2007 and $5.1 billion in 2006. Changes during the year in the projected benefit obligations and fair value of plan assets were as follows:

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    2007     2006  
 
    (in millions)  
Change in benefit obligation
               
Benefit obligation at beginning of year
  $ 5,491     $ 5,557  
Service cost
    147        153  
Interest cost
    324        300  
Benefits paid
    (241 )     (230 )
Plan amendments
    50       8  
Actuarial (gain) loss
    (111 )     (297 )
 
Balance at end of year
    5,660       5,491  
 
Change in plan assets
               
Fair value of plan assets at beginning of year
    6,693       6,147  
Actual return on plan assets
    1,153       759  
Employer contributions
    19       17  
Benefits paid
    (241 )     (230 )
 
Fair value of plan assets at end of year
    7,624       6,693  
 
Funded status at end of year
    1,964       1,202  
Fourth quarter contributions
    5       5  
 
Prepaid pension asset, net
  $ 1,969     $ 1,207  
 
At December 31, 2007, the projected benefit obligations for the qualified and non-qualified pension plans were $5.3 billion and $0.4 billion, respectively. All plan assets are related to the qualified pension plan.
Pension plan assets are managed and invested in accordance with all applicable requirements, including ERISA and the Internal Revenue Code of 1986, as amended (Internal Revenue Code). The Company’s investment policy covers a diversified mix of assets, including equity and fixed income securities, real estate, and private equity. Derivative instruments are used primarily as hedging tools but may also be used to gain efficient exposure to the various asset classes. The Company primarily minimizes the risk of large losses through diversification but also monitors and manages other aspects of risk. The actual composition of the Company’s pension plan assets as of the end of the year, along with the targeted mix of assets, is presented below:
                         
    Target   2007   2006
 
Domestic equity
    36 %     38 %     38 %
International equity
    24       24       23  
Fixed income
    15       15       16  
Real estate
    15       16       16  
Private equity
    10       7       7  
 
Total
    100 %     100 %     100 %
 
Amounts recognized in the consolidated balance sheets related to the Company’s pension plans consist of the following:
                 
    2007     2006  
 
    (in millions)
Prepaid pension costs
  $ 2,369     $ 1,549  
Other regulatory assets
    188       158  
Current liabilities, other
    (21 )     (18 )
Other regulatory liabilities
    (1,288 )     (507 )
Employee benefit obligations
    (379 )     (324 )
Accumulated other comprehensive income
    (26 )      
 

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Southern Company and Subsidiary Companies 2007 Annual Report
Presented below are the amounts included in accumulated other comprehensive income, regulatory assets, and regulatory liabilities at December 31, 2007 and December 31, 2006 related to the defined benefit pension plans that have not yet been recognized in net periodic pension cost along with the estimated amortization of such amounts for the next fiscal year:
                 
    Prior Service Cost   Net(Gain)/Loss
 
    (in millions)
Balance at December 31, 2007:
               
Accumulated other comprehensive income
  $ 14     $ (40 )
Regulatory assets
    66       122  
Regulatory liabilities
    198       (1,486 )
 
Total
  $ 278     $ (1,404 )
 
 
               
Balance at December 31, 2006:
               
Accumulated other comprehensive income
  $ 11     $ (11 )
Regulatory assets
    27        131  
Regulatory liabilities
     225       (732 )
 
Total
  $ 263     $ (612 )
 
 
               
Estimated amortization in net periodic pension cost in 2008:
               
Accumulated other comprehensive income
  $ 2     $ 1  
Regulatory assets
    9       9  
Regulatory liabilities
    26        
 
Total
  $ 37     $ 10  
 
The components of other comprehensive income, along with the changes in the balances of regulatory assets and regulatory liabilities, related to the defined benefit pension plans for the year ended December 31, 2007 are presented in the following table:
                         
    Accumulated Other        
    Comprehensive   Regulatory   Regulatory
    Income   Assets   Liabilities
 
            (in millions)        
Beginning balance
  $     $ 158     $ (507 )
Net (gain)
    (28 )           (753 )
Change in prior service costs
    4       46        
Reclassification adjustments:
                       
Amortization of prior service costs
    (2 )     (7 )     (28 )
Amortization of net gain
          (9 )      
 
Total reclassification adjustments
    (2 )     (16 )     (28 )
 
Total change
    (26 )     30       (781 )
 
Ending balance
  $ (26 )   $ 188     $ (1,288 )
 
Components of net periodic pension cost were as follows:
                         
    2007   2006   2005
 
    (in millions)
Service cost
  $ 147     $ 153     $ 138  
Interest cost
    324        300       286  
Expected return on plan assets
    (481 )     (456 )     (456 )
Recognized net (gain) loss
    10       16       10  
Net amortization
    35       26       24  
 
Net periodic pension cost
  $ 35     $ 39     $ 2  
 

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Southern Company and Subsidiary Companies 2007 Annual Report
Net periodic pension cost (income) is the sum of service cost, interest cost, and other costs netted against the expected return on plan assets. The expected return on plan assets is determined by multiplying the expected rate of return on plan assets and the market-related value of plan assets. In determining the market-related value of plan assets, the Company has elected to amortize changes in the market value of all plan assets over five years rather than recognize the changes immediately. As a result, the accounting value of plan assets that is used to calculate the expected return on plan assets differs from the current fair value of the plan assets.
Future benefit payments reflect expected future service and are estimated based on assumptions used to measure the projected benefit obligation for the pension plans. At December 31, 2007, estimated benefit payments were as follows:
         
    Benefit Payments
 
    (in millions)
2008
  $ 265  
2009
    275  
2010
    289  
2011
    327  
2012
    349  
2013 to 2017
    2,007  
 
Other Postretirement Benefits
Changes during the year in the accumulated postretirement benefit obligations (APBO) and in the fair value of plan assets were as follows:
                 
    2007   2006
 
    (in millions)
Change in benefit obligation
               
Benefit obligation at beginning of year
  $ 1,830     $ 1,826  
Service cost
    27       30  
Interest cost
     107       98  
Benefits paid
    (83 )     (79 )
Actuarial (gain) loss
    (90 )     (49 )
Retiree drug subsidy
    6       4  
 
Balance at end of year
    1,797       1,830  
 
Change in plan assets
               
Fair value of plan assets at beginning of year
    731       684  
Actual return on plan assets
    105       68  
Employer contributions
    61       97  
Benefits paid
    (77 )     (118 )
 
Fair value of plan assets at end of year
    820       731  
 
Funded status at end of year
    ( 977 )     (1,099 )
Fourth quarter contributions
    65       53  
 
Accrued liability
  $ (912 )   $ (1,046 )
 
Other postretirement benefits plan assets are managed and invested in accordance with all applicable requirements, including ERISA and the Internal Revenue Code. The Company’s investment policy covers a diversified mix of assets, including equity and fixed income securities, real estate, and private equity. Derivative instruments are used primarily as hedging tools but may also be used to gain efficient exposure to the various asset classes. The Company primarily minimizes the risk of large losses through diversification but also monitors and manages other aspects of risk. The actual composition of the Company’s other postretirement benefit plan assets as of the end of the year, along with the targeted mix of assets, is presented below:

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Southern Company and Subsidiary Companies 2007 Annual Report
                         
    Target   2007   2006
 
Domestic equity
    43 %     45 %     44 %
International equity
    18       20       20  
Fixed income
    29       26       27  
Real estate
    6       6       6  
Private equity
    4       3       3  
 
Total
    100 %     100 %     100 %
 
Amounts recognized in the balance sheets related to the Company’s other postretirement benefit plans consist of the following:
                 
    2007     2006  
    (in millions)  
Other regulatory assets
  $ 360     $ 539  
Current liabilities, other
    (3 )     (3 )
Employee benefit obligations
    (909 )     (1,043 )
Accumulated other comprehensive income
    8       14  
 
Presented below are the amounts included in accumulated other comprehensive income and regulatory assets at December 31, 2007 and December 31, 2006 related to the other postretirement benefit plans that have not yet been recognized in net periodic postretirement benefit cost along with the estimated amortization of such amounts for the next fiscal year.
                         
    Prior Service   Net(Gain)/   Transition
    Cost   Loss   Obligation
    (in millions)
Balance at December 31, 2007:
                       
Accumulated other comprehensive income
  $ 4     $ 4     $  
Regulatory assets
    99       177       84  
 
Total
  $ 103     $ 181     $ 84  
 
Balance at December 31, 2006:
                       
Accumulated other comprehensive income
  $ 4     $ 10     $  
Regulatory assets
    108       332       99  
 
Total
  $ 112     $ 342     $ 99  
 
 
                       
Estimated amortization as net periodic postretirement benefit cost in 2008:
                       
Accumulated other comprehensive income
  $     $     $   —  
Regulatory assets
    9       7       15  
 
Total
  $ 9     $ 7     $ 15  
 
The components of other comprehensive income, along with the changes in the balance of regulatory assets, related to the other postretirement benefit plans for the year ended December 31, 2007 are presented in the following table:
                 
    Accumulated Other    
    Comprehensive   Regulatory
    Income   Assets
    (in millions)
Beginning balance
  $ 14     $ 539  
Net (gain)
    (6 )     (141 )
Change in prior service costs
           
Reclassification adjustments:
               
Amortization of transition obligation
          (15 )
Amortization of prior service costs
          (9 )
Amortization of net gain
          (14 )
 
Total reclassification adjustments
          (38 )
 
Total change
    (6 )     (179 )
 
Ending balance
  $ 8     $ 360  
 

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Southern Company and Subsidiary Companies 2007 Annual Report
Components of the other postretirement benefit plans’ net periodic cost were as follows:
                         
    2007   2006   2005
    (in millions)
Service cost
  $ 27     $ 30     $ 28  
Interest cost
    107       98       97  
Expected return on plan assets
    (52 )     (49 )     (45 )
Net amortization
    38       43       38  
 
Net postretirement cost
  $ 120     $ 122     $ 118  
 
The Medicare Prescription Drug, Improvement, and Modernization Act of 2003 (Medicare Act) provides a 28% prescription drug subsidy for Medicare eligible retirees. The effect of the subsidy reduced Southern Company’s expenses for the years ended December 31, 2007, 2006, and 2005 by approximately $35 million, $39 million, and $26 million, respectively.
Future benefit payments, including prescription drug benefits, reflect expected future service and are estimated based on assumptions used to measure the APBO for the postretirement plans. Estimated benefit payments are reduced by drug subsidy receipts expected as a result of the Medicare Act as follows:
                         
    Benefit Payments   Subsidy Receipts   Total
    (in millions)
2008
  $ 94     $ (7 )   $ 87  
2009
    102       (8 )     94  
2010
    113       (10 )     103  
2011
    123       (11 )     112  
2012
    131       (13 )     118  
2013 to 2017
    745       (91 )     654  
 
Actuarial Assumptions
The weighted average rates assumed in the actuarial calculations used to determine both the benefit obligations as of the measurement date and the net periodic costs for the pension and other postretirement benefit plans for the following year are presented below. Net periodic benefit costs were calculated in 2004 for the 2005 plan year using a discount rate of 5.75%.
                         
    2007     2006     2005  
 
Discount
    6.30 %     6.00 %     5.50 %
Annual salary increase
    3.75       3.50       3.00  
Long-term return on plan assets
    8.50       8.50       8.50  
 
The Company determined the long-term rate of return based on historical asset class returns and current market conditions, taking into account the diversification benefits of investing in multiple asset classes.
An additional assumption used in measuring the APBO was a weighted average medical care cost trend rate of 9.75% for 2008, decreasing gradually to 5.25% through the year 2015 and remaining at that level thereafter. An annual increase or decrease in the assumed medical care cost trend rate of 1% would affect the APBO and the service and interest cost components at December 31, 2007 as follows:
                 
    1 Percent   1 Percent
    Increase   Decrease
    (in millions)
Benefit obligation
  $ 126     $ 107  
Service and interest costs
    9       8  
 

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Employee Savings Plan
Southern Company also sponsors a 401(k) defined contribution plan covering substantially all employees. The Company provides an 85% matching contribution up to 6% of an employee’s base salary. Prior to November 2006, the Company matched employee contributions at a rate of 75% up to 6% of the employee’s base salary. Total matching contributions made to the plan for 2007, 2006, and 2005 were $73 million, $62 million, and $58 million, respectively.
3. CONTINGENCIES AND REGULATORY MATTERS
General Litigation Matters
Southern Company is subject to certain claims and legal actions arising in the ordinary course of business. In addition, Southern Company’s business activities are subject to extensive governmental regulation related to public health and the environment. Litigation over environmental issues and claims of various types, including property damage, personal injury, common law nuisance, and citizen enforcement of environmental requirements such as opacity and air and water quality standards, has increased generally throughout the United States. In particular, personal injury claims for damages caused by alleged exposure to hazardous materials have become more frequent. The ultimate outcome of such pending or potential litigation against Southern Company and its subsidiaries cannot be predicted at this time; however, for current proceedings not specifically reported herein, management does not anticipate that the liabilities, if any, arising from such current proceedings would have a material adverse effect on Southern Company’s financial statements.
Mirant Matters
Mirant Corporation (Mirant) was an energy company with businesses that included independent power projects and energy trading and risk management companies in the U.S. and selected other countries. It was a wholly-owned subsidiary of Southern Company until its initial public offering in October 2000. In April 2001, Southern Company completed a spin-off to its shareholders of its remaining ownership, and Mirant became an independent corporate entity.
Mirant Bankruptcy
In July 2003, Mirant and certain of its affiliates filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code in the U.S. Bankruptcy Court for the Northern District of Texas. The Bankruptcy Court entered an order confirming Mirant’s plan of reorganization in December 2005, and Mirant announced that this plan became effective in January 2006. As part of the plan, Mirant transferred substantially all of its assets and its restructured debt to a new corporation that adopted the name Mirant Corporation (Reorganized Mirant).
Southern Company has certain contingent liabilities associated with guarantees of contractual commitments made by Mirant’s subsidiaries discussed in Note 7 under “Guarantees” and with various lawsuits related to Mirant discussed below. Also, Southern Company has joint and several liability with Mirant regarding the joint consolidated federal income tax returns through 2001, as discussed in Note 5. In December 2004, as a result of concluding an IRS audit for the tax years 2000 and 2001, Southern Company paid approximately $39 million in additional tax and interest related to Mirant tax items and filed a claim in Mirant’s bankruptcy case for that amount. Through December 2007, Southern Company received from the IRS approximately $36 million in refunds related to Mirant. Southern Company believes it has a right to recoup the $39 million tax payment owed by Mirant from such tax refunds. As a result, Southern Company intends to retain the tax refunds and reduce its claim against Mirant for the payment of Mirant taxes by the amount of such refunds. MC Asset Recovery, a special purpose subsidiary of Reorganized Mirant, has objected to and sought to equitably subordinate the Southern Company tax claim in its fraudulent

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transfer litigation against Southern Company. Southern Company has reserved the approximately $3 million amount remaining with respect to its Mirant tax claim.
Under the terms of the separation agreements entered into in connection with the spin-off, Mirant agreed to indemnify Southern Company for costs associated with these guarantees, lawsuits, and additional IRS assessments. However, as a result of Mirant’s bankruptcy, Southern Company sought reimbursement as an unsecured creditor in Mirant’s Chapter 11 proceeding. As part of a complaint filed against Southern Company in June 2005 and amended thereafter, Mirant and The Official Committee of Unsecured Creditors of Mirant Corporation (Unsecured Creditors’ Committee) objected to and sought equitable subordination of Southern Company’s claims, and Mirant moved to reject the separation agreements entered into in connection with the spin-off. MC Asset Recovery has been substituted as plaintiff in the complaint. If Southern Company’s claims for indemnification with respect to these, or any additional future payments, are allowed, then Mirant’s indemnity obligations to Southern Company would constitute unsecured claims against Mirant entitled to stock in Reorganized Mirant. The final outcome of this matter cannot now be determined.
MC Asset Recovery Litigation
In June 2005, Mirant, as a debtor in possession, and the Unsecured Creditors’ Committee filed a complaint against Southern Company in the U.S. Bankruptcy Court for the Northern District of Texas, which was amended in July 2005, February 2006, May 2006, and March 2007.
In December 2005, the Bankruptcy Court entered an order authorizing the transfer of this proceeding, along with certain other actions, to MC Asset Recovery. Under that order, Reorganized Mirant is obligated to fund up to $20 million in professional fees in connection with the lawsuits, as well as certain additional amounts. Any net recoveries from these lawsuits will be distributed to, and shared equally by, certain unsecured creditors and the original equity holders. In January 2006, the U.S. District Court for the Northern District of Texas substituted MC Asset Recovery as plaintiff.
The complaint, as amended in March 2007, alleges that Southern Company caused Mirant to engage in certain fraudulent transfers and to pay illegal dividends to Southern Company prior to the spin-off. The alleged fraudulent transfers and illegal dividends include without limitation: (1) certain dividends from Mirant to Southern Company in the aggregate amount of $668 million, (2) the repayment of certain intercompany loans and accrued interest in an aggregate amount of $1.035 billion, and (3) the dividend distribution of one share of Series B Preferred Stock and its subsequent redemption in exchange for Mirant’s 80% interest in a holding company that owned SE Finance Capital Corporation and Southern Company Capital Funding, Inc., which transfer plaintiff asserts is valued at over $200 million. The complaint also seeks to recharacterize certain advances from Southern Company to Mirant for investments in energy facilities from debt to equity. The complaint further alleges that Southern Company is liable to Mirant’s creditors for the full amount of Mirant’s liability under an alter ego theory of recovery and that Southern Company breached its fiduciary duties to Mirant and its creditors, caused Mirant to breach its fiduciary duties to creditors, and aided and abetted breaches of fiduciary duties by Mirant’s directors and officers. The complaint also seeks recoveries under the theories of restitution and unjust enrichment. In addition, the complaint alleges a claim under the Federal Debt Collection Procedure Act (FDCPA) to void certain transfers from Mirant to Southern Company. MC Asset Recovery claims to have standing to assert violations of the FDCPA and to recover property on behalf of the Mirant debtors’ estates. The complaint seeks monetary damages in excess of $2 billion plus interest, punitive damages, attorneys’ fees, and costs. Finally, the complaint includes an objection to Southern Company’s pending claims against Mirant in the Bankruptcy Court (which relate to reimbursement under the separation agreements of payments such as income taxes, interest, legal fees, and other guarantees described in Note 7) and seeks equitable subordination of Southern Company’s claims to the claims of all other creditors. Southern Company served an answer to the complaint in April 2007.

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In January 2006, the U.S. District Court for the Northern District of Texas granted Southern Company’s motion to withdraw this action from the Bankruptcy Court and, in February 2006, granted Southern Company’s motion to transfer the case to the U.S. District Court for the Northern District of Georgia. In May 2006, Southern Company filed a motion for summary judgment seeking entry of judgment against the plaintiff as to all counts of the complaint. In December 2006, the U.S. District Court for the Northern District of Georgia granted in part and denied in part the motion. As a result, certain breach of fiduciary duty claims alleged in earlier versions of the complaint are barred; all other claims in the complaint may proceed. Southern Company believes there is no meritorious basis for the claims in the complaint and is vigorously defending itself in this action. However, the final outcome of this matter cannot now be determined.
Mirant Securities Litigation
In November 2002, Southern Company, certain former and current senior officers of Southern Company, and 12 underwriters of Mirant’s initial public offering were added as defendants in a class action lawsuit that several Mirant shareholders originally filed against Mirant and certain Mirant officers in May 2002. Several other similar lawsuits filed subsequently were consolidated into this litigation in the U.S. District Court for the Northern District of Georgia. The amended complaint is based on allegations related to alleged improper energy trading and marketing activities involving the California energy market, alleged false statements and omissions in Mirant’s prospectus for its initial public offering and in subsequent public statements by Mirant, and accounting-related issues previously disclosed by Mirant. The lawsuit purports to include persons who acquired Mirant securities between September 26, 2000 and September 5, 2002.
In July 2003, the court dismissed all claims based on Mirant’s alleged improper energy trading and marketing activities involving the California energy market. The other claims do not allege any improper trading and marketing activity, accounting errors, or material misstatements or omissions on the part of Southern Company but seek to impose liability on Southern Company based on allegations that Southern Company was a “control person” as to Mirant prior to the spin-off date. Southern Company filed an answer to the consolidated amended class action complaint in September 2003. Plaintiffs have also filed a motion for class certification.
During Mirant’s Chapter 11 proceeding, the securities litigation was stayed, with the exception of limited discovery. Since Mirant’s plan of reorganization has become effective, the stay has been lifted. In March 2006, the plaintiffs filed a motion for reconsideration requesting that the court vacate that portion of its July 2003 order dismissing the plaintiffs’ claims based upon Mirant’s alleged improper energy trading and marketing activities involving the California energy market. Southern Company and the other defendants have opposed the plaintiffs’ motion. On March 6, 2007, the court granted plaintiffs’ motion for reconsideration, reinstated the California energy market claims, and granted in part and denied in part defendants’ motion to compel certain class certification discovery. On March 21, 2007, defendants filed renewed motions to dismiss the California energy claims on grounds originally set forth in their 2003 motions to dismiss, but which were not addressed by the court. On July 27, 2007, certain defendants, including Southern Company, filed motions for reconsideration of the court’s denial of a motion seeking dismissal of certain federal securities laws claims based upon, among other things, certain alleged errors included in financial statements issued by Mirant. The ultimate outcome of this matter cannot be determined at this time.
The plaintiffs have also stated that they intend to request that the court grant leave for them to amend the complaint to add allegations based upon claims asserted against Southern Company in the MC Asset Recovery litigation.
Under certain circumstances, Southern Company will be obligated under its Bylaws to indemnify the four current and/or former Southern Company officers who served as directors of Mirant at the time of its initial public offering through the date of the spin-off and who are also named as defendants in this lawsuit. The final outcome of this matter cannot now be determined.

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Environmental Matters
New Source Review Actions
In November 1999, the EPA brought a civil action in the U.S. District Court for the Northern District of Georgia against certain Southern Company subsidiaries, including Alabama Power and Georgia Power, alleging that these subsidiaries had violated the New Source Review (NSR) provisions of the Clean Air Act and related state laws at certain coal-fired generating facilities. Through subsequent amendments and other legal procedures, the EPA filed a separate action in January 2001 against Alabama Power in the U.S. District Court for the Northern District of Alabama after Alabama Power was dismissed from the original action. In these lawsuits, the EPA alleged that NSR violations occurred at eight coal-fired generating facilities operated by Alabama Power and Georgia Power. The civil actions request penalties and injunctive relief, including an order requiring the installation of the best available control technology at the affected units. The action against Georgia Power has been administratively closed since the spring of 2001, and the case has not been reopened.
In June 2006, the U.S. District Court for the Northern District of Alabama entered a consent decree between Alabama Power and the EPA, resolving the alleged NSR violations at Plant Miller. The consent decree required Alabama Power to pay $100,000 to resolve the government’s claim for a civil penalty and to donate $4.9 million of sulfur dioxide emission allowances to a nonprofit charitable organization and formalized specific emissions reductions to be accomplished by Alabama Power, consistent with other Clean Air Act programs that require emissions reductions. In August 2006, the district court in Alabama granted Alabama Power’s motion for summary judgment and entered final judgment in favor of Alabama Power on the EPA’s claims related to all of the remaining plants: Plants Barry, Gaston, Gorgas, and Greene County.
The plaintiffs appealed the district court’s decision to the U.S. Court of Appeals for the Eleventh Circuit, and the appeal was stayed by the Appeals Court pending the U.S. Supreme Court’s decision in a similar case against Duke Energy. The Supreme Court issued its decision in the Duke Energy case in April 2007. On October 5, 2007, the U.S. District Court for the Northern District of Alabama issued an order in the Alabama Power case indicating a willingness to re-evaluate its previous decision in light of the Supreme Court’s Duke Energy opinion. On December 21, 2007, the Eleventh Circuit vacated the district court’s decision in the Alabama Power case and remanded the case back to the district court for consideration of the legal issues in light of the Supreme Court’s decision in the Duke Energy case. The final outcome of these matters cannot be determined at this time.
Southern Company believes that the traditional operating companies complied with applicable laws and the EPA regulations and interpretations in effect at the time the work in question took place. The Clean Air Act authorizes maximum civil penalties of $25,000 to $32,500 per day, per violation at each generating unit, depending on the date of the alleged violation. An adverse outcome in either of these cases could require substantial capital expenditures or affect the timing of currently budgeted capital expenditures that cannot be determined at this time and could possibly require payment of substantial penalties. Such expenditures could affect future results of operations, cash flows, and financial condition if such costs are not recovered through regulated rates.
Carbon Dioxide Litigation
In July 2004, attorneys general from eight states, each outside of Southern Company’s service territory, and the corporation counsel for New York City filed a complaint in the U.S. District Court for the Southern District of New York against Southern Company and four other electric power companies. A nearly identical complaint was filed by three environmental groups in the same court. The complaints allege that the companies’ emissions of carbon dioxide, a greenhouse gas, contribute to global warming, which the plaintiffs assert is a public nuisance. Under common law public and private nuisance theories, the plaintiffs seek a judicial order (1) holding each defendant jointly and severally liable for creating, contributing to, and/or maintaining global warming and (2) requiring each of the defendants to cap its emissions of carbon dioxide and then reduce those emissions by a specified percentage each

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year for at least a decade. Plaintiffs have not, however, requested that damages be awarded in connection with their claims. Southern Company believes these claims are without merit and notes that the complaint cites no statutory or regulatory basis for the claims. In September 2005, the U.S. District Court for the Southern District of New York granted Southern Company’s and the other defendants’ motions to dismiss these cases. The plaintiffs filed an appeal to the U.S. Court of Appeals for the Second Circuit in October 2005 and no decision has been issued. The ultimate outcome of these matters cannot be determined at this time.
Environmental Remediation
Southern Company must comply with other environmental laws and regulations that cover the handling and disposal of waste and releases of hazardous substances. Under these various laws and regulations, the subsidiaries may also incur substantial costs to clean up properties. The traditional operating companies have each received authority from their respective state PSCs to recover approved environmental compliance costs through regulatory mechanisms. Within limits approved by the state PSCs, these rates are adjusted annually or as necessary.
Through 2007, Georgia Power recovered environmental costs through its base rates. Beginning in 2008, in connection with the retail rate plan for the years 2008 through 2010 (2007 Retail Rate Plan), an environmental compliance cost recovery tariff, including an annual accrual of $1.2 million for environmental remediation, was implemented. Environmental remediation expenditures will be charged against the reserve as they are incurred. The annual accrual amount will be reviewed and adjusted as necessary in future regulatory proceedings. The balance of Georgia Power’s environmental remediation liability at December 31, 2007 was $13.5 million.
Georgia Power has been designated as a potentially responsible party at sites governed by the Georgia Hazardous Site Response Act and/or by the federal Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA), including a large site in Brunswick, Georgia on the CERCLA National Priorities List (NPL). The parties have completed the removal of wastes from the Brunswick site as ordered by the EPA. Additional claims for recovery of natural resource damages at this site or for the assessment and potential cleanup of other sites on the Georgia Hazardous Sites Inventory and CERCLA NPL are anticipated.
Gulf Power’s environmental remediation liability includes estimated costs of environmental remediation projects of approximately $66.9 million as of December 31, 2007. These estimated costs relate to new regulations and more stringent site closure criteria by the Florida Department of Environmental Protection (FDEP) for impacts to groundwater from herbicide applications at Gulf Power substations. The schedule for completion of the remediation projects will be subject to FDEP approval. The projects have been approved by the Florida PSC for recovery through Gulf Power’s environmental cost recovery clause; therefore, there was no impact on net income as a result of these estimates.
The final outcome of these matters cannot now be determined. However, based on the currently known conditions at these sites and the nature and extent of activities relating to these sites, management does not believe that additional liabilities, if any, at these sites would be material to the financial statements.
FERC Matters
Market-Based Rate Authority
Each of the traditional operating companies and Southern Power has authorization from the FERC to sell power to non-affiliates, including short-term opportunity sales, at market-based prices. Specific FERC approval must be obtained with respect to a market-based contract with an affiliate.
In December 2004, the FERC initiated a proceeding to assess Southern Company’s generation dominance within its retail service territory. The ability to charge market-based rates in other markets is not an issue in the proceeding.

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Any new market-based rate sales by any subsidiary of Southern Company in Southern Company’s retail service territory entered into during a 15-month refund period that ended in May 2006 could be subject to refund to a cost-based rate level.
In late June and July 2007, hearings were held in this proceeding and the presiding administrative law judge issued an initial decision on November 9, 2007 regarding the methodology to be used in the generation dominance tests. The proceedings are ongoing. The ultimate outcome of this generation dominance proceeding cannot now be determined, but an adverse decision by the FERC in a final order could require the traditional operating companies and Southern Power to charge cost-based rates for certain wholesale sales in the Southern Company retail service territory, which may be lower than negotiated market-based rates and could also result in refunds of up to $19.7 million, plus interest. Southern Company and its subsidiaries believe that there is no meritorious basis for this proceeding and are vigorously defending themselves in this matter.
On June 21, 2007, the FERC issued its final rule regarding market-based rate authority. The FERC generally retained its current market-based rate standards. The impact of this order and its effect on the generation dominance proceeding cannot now be determined.
Intercompany Interchange Contract
The Company’s generation fleet in its retail service territory is operated under the Intercompany Interchange Contract (IIC), as approved by the FERC. In May 2005, the FERC initiated a new proceeding to examine (1) the provisions of the IIC among the traditional operating companies, Southern Power, and SCS, as agent, under the terms of which the power pool of Southern Company is operated, (2) whether any parties to the IIC have violated the FERC’s standards of conduct applicable to utility companies that are transmission providers, and (3) whether Southern Company’s code of conduct defining Southern Power as a “system company” rather than a “marketing affiliate” is just and reasonable. In connection with the formation of Southern Power, the FERC authorized Southern Power’s inclusion in the IIC in 2000. The FERC also previously approved Southern Company’s code of conduct.
In October 2006, the FERC issued an order accepting a settlement resolving the proceeding subject to Southern Company’s agreement to accept certain modifications to the settlement’s terms and Southern Company notified the FERC that it accepted the modifications. The modifications largely involve functional separation and information restrictions related to marketing activities conducted on behalf of Southern Power. Southern Company filed with the FERC in November 2006 a compliance plan in connection with the order. On April 19, 2007, the FERC approved, with certain modifications, the plan submitted by Southern Company. Implementation of the plan is not expected to have a material impact on the Company’s financial statements. On November 19, 2007, Southern Company notified the FERC that the plan had been implemented and the FERC division of audits subsequently began an audit pertaining to compliance implementation and related matters, which is ongoing.
Generation Interconnection Agreements
In November 2004, generator company subsidiaries of Tenaska, Inc. (Tenaska), as counterparties to three previously executed interconnection agreements with subsidiaries of Southern Company, filed complaints at the FERC requesting that the FERC modify the agreements and that those Southern Company subsidiaries refund a total of $19 million previously paid for interconnection facilities. No other similar complaints are pending with the FERC.
On January 19, 2007, the FERC issued an order granting Tenaska’s requested relief. Although the FERC’s order required the modification of Tenaska’s interconnection agreements, under the provisions of the order, Southern Company determined that no refund was payable to Tenaska. Southern Company requested rehearing asserting that the FERC retroactively applied a new principle to existing interconnection agreements. Tenaska requested rehearing of FERC’s methodology for determining the amount of refunds. The requested rehearings were denied, and

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Southern Company and Tenaska have appealed the orders to the U.S. Circuit Court for the District of Columbia. The final outcome of this matter cannot now be determined.
Right of Way Litigation
Southern Company and certain of its subsidiaries, including Gulf Power, Mississippi Power, and Southern Telecom, Inc. (a subsidiary of SouthernLINC Wireless), have been named as defendants in numerous lawsuits brought by landowners since 2001. 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 exceed the easements or other property rights held by defendants. The plaintiffs assert claims for, among other things, trespass and unjust enrichment and seek compensatory and punitive damages and injunctive relief. Management of Southern Company and its subsidiaries believe that they have complied with applicable laws and that the plaintiffs’ claims are without merit.
In November 2003, the Second Circuit Court in Gadsden County, Florida, ruled in favor of the plaintiffs on their motion for partial summary judgment concerning liability in one such lawsuit brought by landowners regarding the installation and use of fiber optic cable over Gulf Power rights of way located on the landowners’ property. Subsequently, the plaintiffs sought to amend their complaint and asked the court to enter a final declaratory judgment and to enter an order enjoining Gulf Power from allowing expanded general telecommunications use of the fiber optic cables that are the subject of this litigation. In January 2005, the trial court granted in part the plaintiffs’ motion to amend their complaint and denied the requested declaratory and injunctive relief. In November 2005, the trial court ruled in favor of the plaintiffs and against Gulf Power on their respective motions for partial summary judgment. In that same order, the trial court also denied Gulf Power’s motion to dismiss certain claims. Gulf Power filed an appeal to the Florida First District Court of Appeals in December 2005. In October 2006, the Florida First District Court of Appeal issued an order dismissing Gulf Power’s December 2005 appeal on the basis that the trial court’s order was a non-final order and therefore not subject to review on appeal at this time. The case was returned to the trial court for further proceedings. The parties reached agreement on a proposed settlement plan that was subject to approval by the trial court. On November 7, 2007, the trial court granted preliminary approval and set forth the requirements for the trial court to make its final determination on the proposed settlement. Although the final outcome of this matter cannot now be determined, if approved the settlement is not expected to have a material effect on Southern Company’s financial statements.
To date, Mississippi Power has entered into agreements with plaintiffs in approximately 90% of the actions pending against Mississippi Power to clarify its easement rights in the State of Mississippi. These agreements have been approved by the Circuit Courts of Harrison County and Jasper County, Mississippi (First Judicial Circuit), and dismissals of the related cases are in progress. These agreements have not resulted in any material effects on Southern Company’s financial statements.
In addition, in late 2001, certain subsidiaries of Southern Company, including Alabama Power, Georgia Power, Gulf Power, Mississippi Power, and Southern Telecom, Inc. (a subsidiary of SouthernLINC Wireless), were named as defendants in a lawsuit brought by a telecommunications company that uses certain of the defendants’ rights of way. This lawsuit alleges, among other things, that the defendants are contractually obligated to indemnify, defend, and hold harmless the telecommunications company from any liability that may be assessed against it in pending and future right of way litigation. The Company believes that the plaintiff’s claims are without merit. In the fall of 2004, the trial court stayed the case until resolution of the underlying landowner litigation discussed above. In January 2005, the Georgia Court of Appeals dismissed the telecommunications company’s appeal of the trial court’s order for lack of jurisdiction. An adverse outcome in this matter, combined with an adverse outcome against the telecommunications company in one or more of the right of way lawsuits, could result in substantial judgments; however, the final outcome of these matters cannot now be determined.

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Income Tax Matters
Leveraged Leases
Southern Company undergoes audits by the IRS for each of its tax years. The IRS has completed its audits of Southern Company’s consolidated federal income tax returns for all years prior to 2004. The IRS challenged Southern Company’s deductions related to three international lease transactions (SILO or sale-in-lease-out transactions), in connection with its audits of Southern Company’s 2000 through 2003 tax returns. In the third quarter 2006, Southern Company paid the full amount of the disputed tax and the applicable interest on the SILO issue for tax years 2000 and 2001 and filed a claim for refund which was denied by the IRS. The disputed tax amount was $79 million and the related interest approximately $24 million for these tax years. This payment, and the subsequent IRS disallowance of the refund claim, closed the issue with the IRS and Southern Company has initiated litigation in the U.S. District Court for the Northern District of Georgia for a complete refund of tax and interest paid for the 2000 and 2001 tax years. The IRS also challenged the SILO deductions for the tax years 2002 and 2003. The estimated amount of disputed tax and interest for tax years 2002 and 2003 was approximately $83 million and $15 million, respectively. The tax and interest for these tax years was paid to the IRS in the fourth quarter 2006. Southern Company has accounted for both payments in 2006 as deposits. For tax years 2000 through 2007, Southern Company has claimed approximately $330 million in tax benefits related to these SILO transactions challenged by the IRS. These tax benefits relate to timing differences and do not impact total net income. Southern Company believes these transactions are valid leases for U.S. tax purposes and the related deductions are allowable. Southern Company is continuing to pursue resolution of these matters; however, the ultimate outcome cannot now be determined. In addition, the U.S. Senate is currently considering legislation that would disallow tax benefits for SILO losses and other international leveraged lease transactions (such as lease-in-lease-out transactions) occurring after December 31, 2007. The ultimate impact on Southern Company’s net income and cash flow will be dependent on the outcome of pending litigation and proposed legislation, but could be significant, and potentially material.
Effective January 1, 2007, Southern Company adopted both FIN 48 and FASB Staff Position No. FAS 13-2, “Accounting for a Change or Projected Change in the Timing of Cash Flows Relating to Income Taxes Generated by a Leveraged Lease Transaction” (FSP 13-2). FIN 48 requires companies to determine whether it is “more likely than not” that a tax position will be sustained upon examination by the appropriate taxing authorities before any part of the benefit can be recorded in the financial statements. It also provides guidance on the recognition, measurement, and classification of income tax uncertainties, along with any related interest and penalties. FSP 13-2 amends FASB Statement No. 13, “Accounting for Leases” requiring recalculation of the rate of return and the allocation of income whenever the projected timing of the income tax cash flows generated by a leveraged lease is revised with recognition of the resulting gain or loss in the year of the revision. FSP 13-2 also requires that all recognized tax positions in a leveraged lease must be measured in accordance with the criteria in FIN 48 and any changes resulting from FIN 48 must be reflected as a change in an important lease assumption as of the date of adoption. In adopting these standards, Southern Company concluded that a portion of the SILO tax benefits were uncertain tax positions, as defined in FIN 48. Accordingly, Southern Company also concluded that there was a change in the timing of project income tax cash flows and, as required by FSP 13-2, recalculated the rate of return and allocation of income under the lease-in-lease-out (LILO) and SILO transactions.
The cumulative effect of the initial adoption of FIN 48 and FSP 13-2 was recorded as an adjustment to beginning retained earnings. For the LILO transaction settled with the IRS in February 2005, the cumulative effect of adopting FSP 13-2 was a $17 million reduction in beginning retained earnings. With respect to Southern Company’s SILO transactions, the adoption of FSP 13-2 reduced beginning retained earnings by $108 million and the adoption of FIN 48 reduced beginning retained earnings by an additional $15 million. The adjustments to retained earnings are non-cash charges and those related to FSP 13-2 will be recognized as income over the remaining terms of the affected leases. The adoption of FSP 13-2 also resulted in a reduction of net income of approximately $15 million during 2007. Any future changes in the projected or actual income tax cash flows will result in an additional recalculation of the net investment in the leases and will be recorded currently in income.

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Georgia State Income Tax Credits
Georgia Power’s 2005 through 2007 income tax filings for the State of Georgia include state income tax credits for increased activity through Georgia ports. Georgia Power has also filed similar claims for the years 2002 through 2004. The Georgia Department of Revenue has not responded to these claims. On July 24, 2007, Georgia Power filed a complaint in the Superior Court of Fulton County to recover the credits claimed for the years 2002 through 2004. If Georgia Power prevails, these claims could have a significant, and possibly material, positive effect on Southern Company’s net income. If Georgia Power is not successful, payment of the related state tax could have a significant, and possibly material, negative effect on Southern Company’s cash flow. The ultimate outcome of this matter cannot now be determined.
Alabama Power Retail Regulatory Matters
Alabama Power operates under a Rate Stabilization and Equalization Plan (Rate RSE) approved by the Alabama PSC. Prior to 2007, Rate RSE provided for periodic annual adjustments based upon Alabama Power’s earned return on end-of-period retail common equity. Beginning in 2007, Rate RSE adjustments are effective in January based on forward-looking information for the applicable upcoming calendar year. Rate adjustments for any two-year period, when averaged together, cannot exceed 4% per year and any annual adjustment is limited to 5%. Rates remain unchanged when the retail return on common equity (ROE) is projected to be between 13% and 14.5%. If Alabama Power’s actual retail ROE is above the allowed equity return range, customer refunds will be required; however, there is no provision for additional customer billings should the actual retail return on common equity fall below the allowed equity return range. The Rate RSE increase for 2007 was 4.76%, or $193 million annually. The ratemaking procedures will remain in effect until the Alabama PSC votes to modify or discontinue them.
The Alabama PSC has also approved a rate mechanism that provides for adjustments to recognize the cost of placing new generating facilities in retail service and for the recovery of retail costs associated with certificated purchased power agreements (Rate CNP). In April 2005, an adjustment to Rate CNP decreased retail rates by approximately 0.5%, or $19 million annually. The annual true-up adjustment effective in April 2006 increased retail rates by 0.5%, or $19 million annually. In April 2007, there was no adjustment to Rate CNP.
In October 2004, the Alabama PSC approved a request by Alabama Power to amend Rate CNP to also provide for the recovery of retail costs associated with environmental laws and regulations, effective in January 2005. The rate mechanism began operation in January 2005 and provides for the recovery of these costs pursuant to a factor that will be calculated annually. Environmental costs to be recovered include operations and maintenance expenses, depreciation, and a return on invested capital. Retail rates increased approximately 1.2% in January 2006 and 0.6% in January 2007.
Alabama Power fuel costs are recovered under Rate ECR (Energy Cost Recovery), which provides for the addition of a fuel and energy cost factor to base rates. In June 2007, the Alabama PSC approved Alabama Power’s request to increase the retail energy cost recovery rate to 3.100 cents per kilowatt hour, effective with billings beginning July 2007 for the 30-month period ending December 2009. As of December 31, 2007, Alabama Power had an under recovered fuel balance of approximately $280 million, of which approximately $82 million is included in deferred charges and other assets in the balance sheets.
Georgia Power Retail Regulatory Matters
In December 2007, the Georgia PSC approved the 2007 Retail Rate Plan. Under the 2007 Retail Rate Plan, Georgia Power’s earnings will continue to be evaluated against a retail ROE range of 10.25% to 12.25%. Two-thirds of any earnings above 12.25% will be applied to rate refunds with the remaining one-third applied to an environmental compliance cost recovery (ECCR) tariff. Georgia Power has agreed that it will not file for a general base rate increase during this period unless its projected retail ROE falls below 10.25%. Retail base rates increased by

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approximately $99.7 million effective January 1, 2008 to provide for cost recovery of transmission, distribution, generation, and other investments, as well as increased operating costs. In addition, the ECCR tariff was implemented to allow for the recovery of costs for required environmental projects mandated by state and federal regulations. The ECCR tariff increased rates by approximately $222 million effective January 1, 2008. Georgia Power is required to file a general rate case by July 1, 2010, in response to which the Georgia PSC would be expected to determine whether the 2007 Retail Rate Plan should be continued, modified, or discontinued.
In December 2004, the Georgia PSC approved the retail rate plan for the years 2005 through 2007 (2004 Retail Rate Plan) for Georgia Power. Under the terms of the 2004 Retail Rate Plan, Georgia Power’s earnings were evaluated against a retail ROE range of 10.25% to 12.25%. Two-thirds of any earnings above 12.25% were applied to rate refunds, with the remaining one-third retained by Georgia Power. Retail rates and customer fees increased by approximately $203 million effective January 1, 2005 to cover the higher costs of purchased power, operating and maintenance expenses, environmental compliance, and continued investment in new generation, transmission, and distribution facilities to support growth and ensure reliability. In 2007, Georgia Power refunded 2005 earnings above 12.25% retail ROE. There were no refunds related to earnings for 2006 or 2007.
Georgia Power has established fuel cost recovery rates approved by the Georgia PSC. On February 6, 2007, the Georgia PSC approved an increase in Georgia Power’s total annual billings of approximately $383 million effective March 1, 2007. The Georgia PSC order reduced Georgia Power’s requested increase in the forecast of annual fuel costs by $40 million and disallowed $4 million of previously incurred fuel costs. As of December 31, 2007, Georgia Power had an under recovered fuel balance of approximately $692 million, of which approximately $307 million is included in deferred charges and other assets in the balance sheets. The Georgia PSC order also requires Georgia Power to file for a new fuel cost recovery rate no later than March 1, 2008.
Storm Damage Cost Recovery
Each traditional operating company maintains a reserve to cover the cost of damages from major storms to its transmission and distribution lines and generally the cost of uninsured damages to its generation facilities and other property. In addition, each traditional operating company affected by recent hurricanes has been authorized by its state PSC to defer the portion of the hurricane restoration costs that exceeded the balance in its storm damage reserve account. As of December 31, 2007, the under recovered balance in Southern Company’s storm damage reserve accounts totaled approximately $43 million, of which approximately $40 million and $3 million, respectively, are included in the balance sheets herein under “Other Current Assets” and “Other Regulatory Assets.”
In June 2006, the Mississippi PSC issued an order that certified actual storm restoration costs relating to Hurricane Katrina through April 30, 2006 of $267.9 million and affirmed estimated additional costs through December 31, 2007 of $34.5 million, for total storm restoration costs of $302.4 million which was net of insurance proceeds of approximately $77 million, without offset for the property damage reserve of $3.0 million. Of the total amount, $292.8 million applies to Mississippi Power’s retail jurisdiction. The order directed Mississippi Power to file an application with the Mississippi Development Authority (MDA) for a Community Development Block Grant (CDBG). In October 2006, Mississippi Power received from the MDA a CDBG in the amount of $276.4 million. Mississippi Power has appropriately allocated and applied these CDBG proceeds to both retail and wholesale storm restoration cost recovery.
In October 2006, the Mississippi PSC issued a financing order that authorized the issuance of $121.2 million of system restoration bonds. This amount includes $25.2 million for the retail storm recovery costs not covered by the CDBG, $60 million for a property damage reserve, and $36 million for the retail portion of the construction of the storm operations facility. The bonds were issued by the Mississippi Development Bank on behalf of the State of Mississippi on June 1, 2007.

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On June 1, 2007, Mississippi Power received a grant payment of $85.2 million from the State of Mississippi representing recovery of $25.2 million in retail storm restoration costs incurred or to be incurred and $60.0 million to increase Mississippi Power’s property damage reserve. In the fourth quarter 2007, Mississippi Power received additional grant payments of $24.1 million for expenditures incurred for construction of a new storm operations center. The funds received related to previously incurred storm restoration expenditures have been accounted for as a government grant and have been recorded as a reduction to the regulatory asset that was recorded as the storm restoration expenditures were incurred. The funds received for storm restoration expenditures to be incurred were recorded as a regulatory liability. Mississippi Power will receive further grant payments of up to $11.9 million as expenditures are incurred to construct the new storm operations center. As of December 31, 2007, Mississippi Power had no under recovered balance in the property damage reserve account.
In July 2006, the Florida PSC issued its order approving a stipulation and settlement between Gulf Power and several consumer groups that resolved all matters relating to Gulf Power’s request for recovery of incurred costs for storm-recovery activities and the replenishment of Gulf Power’s property damage reserve. The order provided for an extension of the storm-recovery surcharge then being collected by Gulf Power for an additional 27 months, expiring in June 2009. According to the stipulation, the funds resulting from the extension of the surcharge were first credited to the unrecovered balance of storm-recovery costs associated with Hurricane Ivan until these costs were fully recovered. The funds are now being credited to the property reserve for recovery of the storm-recovery costs of $52.6 million associated with Hurricanes Dennis and Katrina that were previously charged to the reserve. Should revenues collected by Gulf Power through the extension of the storm-recovery surcharge exceed the storm-recovery costs associated with Hurricanes Dennis and Katrina, the excess revenues will be credited to the reserve. The annual accrual to the reserve of $3.5 million and Gulf Power’s limited discretionary authority to make additional accruals to the reserve will continue as previously approved by the Florida PSC. Gulf Power made discretionary accruals to the reserve of $3 million and $6 million in 2006 and 2005, respectively. Gulf Power made no discretionary accrual to the reserve in 2007. According to the order, in the case of future storms, if Gulf Power incurs cumulative costs for storm-recovery activities in excess of $10 million during any calendar year, Gulf Power will be permitted to file a streamlined formal request for an interim surcharge. Any interim surcharge would provide for the recovery, subject to refund, of up to 80% of the claimed costs for storm-recovery activities. Gulf Power would then petition the Florida PSC for full recovery through an additional surcharge or other cost recovery mechanism.
As of December 31, 2007, Gulf Power’s unrecovered balance in the property damage reserve totaled approximately $18.6 million which is included in the balance sheets under “Current Assets.”
At Alabama Power, expenses associated with Hurricane Ivan were $57.8 million. In 2005, Alabama Power received Alabama PSC approvals to return certain regulatory liabilities to the retail customers. These orders also allowed Alabama Power to simultaneously recover from customers accruals of approximately $48 million primarily to offset the costs of Hurricane Ivan and restore a positive balance in the natural disaster reserve (NDR). The combined effect of these orders had no impact on net income in 2005.
In December 2005, the Alabama PSC approved a separate rate rider to recover Alabama Power’s $51 million of deferred Hurricane Dennis and Katrina storm restoration costs over a two-year period and to replenish its reserve to a target balance of $75 million over a five-year period.
In June 2007, Alabama Power fully recovered its prior storm cost of $51 million resulting from Hurricanes Dennis and Katrina. As a result, customer rates decreased by this portion of the NDR charge effective in July 2007. At December 31, 2007, Alabama Power had accumulated a balance of $26.1 million in the target reserve for future storms, which is included in the balance sheets under “Other Regulatory Liabilities.”

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Kemper County Integrated Coal Gasification Combined Cycle
In June 2006, Mississippi Power filed an application with the DOE for certain tax credits available to projects using clean coal technologies under the Energy Policy Act of 2005. The proposed project is an advanced coal gasification facility located in Kemper County, Mississippi that would use locally mined lignite coal. The proposed 693-megawatt plant, excluding the mine cost, is expected to require an approximate investment of $1.5 billion and is expected to be completed in 2013. The DOE subsequently certified the project and in November 2006 the IRS allocated Internal Revenue Code tax credits to Mississippi Power of $133 million. The utilization of these credits is dependent upon meeting the certification requirements for the project under the Internal Revenue Code. The plant would use an air-blown integrated gasification combined cycle technology that generates power from low-rank coals and coals with high moisture or high ash content. These coals, which include lignite, make up half the proven U.S. and worldwide coal reserves. Mississippi Power is undertaking a feasibility assessment of the project which could take up to two years. Approval by various regulatory agencies, including the Mississippi PSC, will also be required if the project proceeds. The Mississippi PSC has authorized Mississippi Power to create a regulatory asset for the approved retail portion of the costs associated with the generation resource planning, evaluation, and screening activities up to approximately $23.8 million ($16 million for the retail portion). The retail portion of these costs will be charged to and remain as a regulatory asset until the Mississippi PSC determines the prudence and ultimate recovery, which decision is expected in January 2009. The final outcome of this matter cannot now be determined.
4. JOINT OWNERSHIP AGREEMENTS
Alabama Power owns an undivided interest in units 1 and 2 of Plant Miller and related facilities jointly with Alabama Electric Cooperative, Inc. Georgia Power owns undivided interests in Plants Vogtle, Hatch, Scherer, and Wansley in varying amounts jointly with Oglethorpe Power Corporation (OPC), the Municipal Electric Authority of Georgia, the city of Dalton, Georgia, Florida Power & Light Company, and Jacksonville Electric Authority. In addition, Georgia Power has joint ownership agreements with OPC for the Rocky Mountain facilities and with Florida Power Corporation for a combustion turbine unit at Intercession City, Florida. Southern Power owns an undivided interest in Plant Stanton Unit A and related facilities jointly with the Orlando Utilities Commission, Kissimmee Utility Authority, and Florida Municipal Power Agency.
At December 31, 2007, Alabama Power’s, Georgia Power’s, and Southern Power’s ownership and investment (exclusive of nuclear fuel) in jointly owned facilities with the above entities were as follows:
                         
    Percent   Amount of   Accumulated
    Ownership   Investment   Depreciation
            (in millions)        
Plant Vogtle (nuclear)
    45.7 %   $ 3,288     $ 1,900  
Plant Hatch (nuclear)
    50.1       938       509  
Plant Miller (coal) Units 1 and 2
    91.8       965       418  
Plant Scherer (coal) Units 1 and 2
    8.4       116       64  
Plant Wansley (coal)
    53.5       406       185  
Rocky Mountain (pumped storage)
    25.4       170       99  
Intercession City (combustion turbine)
    33.3       12       3  
Plant Stanton (combined cycle) Unit A
    65.0       151       19  
 
At December 31, 2007, the portion of total construction work in progress related to Plants Miller, Scherer, Wansley, and Rocky Mountain was $49.1 million, $66.5 million, $170.3 million, and $4.0 million, respectively, primarily for environmental projects.

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Alabama Power, Georgia Power, and Southern Power have contracted to operate and maintain the jointly owned facilities, except for Rocky Mountain and Intercession City, as agents for their respective co-owners. The companies’ proportionate share of their plant operating expenses is included in the corresponding operating expenses in the statements of income.
5. INCOME TAXES
Southern Company files a consolidated federal income tax return and combined state income tax returns for the States of Alabama, Georgia, and Mississippi. Under a joint consolidated income tax allocation agreement, each subsidiary’s current and deferred tax expense is computed on a stand-alone basis. In accordance with IRS regulations, each company is jointly and severally liable for the tax liability.
Current and Deferred Income Taxes
Details of income tax provisions are as follows:
                         
    2007   2006   2005
    (in millions)
Federal —
                       
Current
  $ 715     $ 465     $ 61  
Deferred
    11       207        419  
 
 
    726       672        480  
 
State —
                       
Current
    114       110       35  
Deferred
    (5 )     (2 )     80  
 
 
     109       108        115  
 
Total
  $ 835     $ 780     $ 595  
 
Net cash payments for income taxes in 2007, 2006, and 2005 were $732 million, $649 million, and $100 million, respectively.
The tax effects of temporary differences between the carrying amounts of assets and liabilities in the financial statements and their respective tax bases, which give rise to deferred tax assets and liabilities, are as follows:

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    2007   2006
    (in millions)
Deferred tax liabilities —
               
Accelerated depreciation
  $ 4,878     $ 4,675  
Property basis differences
     950       962  
Leveraged lease basis differences
     479       625  
Employee benefit obligations
     856       530  
Under recovered fuel clause
     443       543  
Premium on reacquired debt
     114       120  
Regulatory assets associated with employee benefit obligations
     303       362  
Regulatory assets associated with asset retirement obligations
     483       453  
Storm reserve
    3       33  
Other
     137       126  
 
Total
    8,646       8,429  
 
Deferred tax assets —
               
Federal effect of state deferred taxes
     305       267  
State effect of federal deferred taxes
    97       63  
Employee benefit obligations
    656       615  
Other property basis differences
    147       156  
Deferred costs
    131       131  
Unbilled revenue
    90       76  
Other comprehensive losses
    48       60  
Regulatory liabilities associated with employee benefit obligations
    514       196  
Asset retirement obligations
    483       453  
Other
    259       272  
 
Total
    2,730       2,289  
 
Total deferred tax liabilities, net
    5,916       6,140  
Portion included in prepaid expenses (accrued income taxes), net
    (106 )     (175 )
Deferred state tax assets
    88       83  
Valuation allowance
    (59 )     (59 )
 
Accumulated deferred income taxes in the balance sheets
  $ 5,839     $ 5,989  
 
At December 31, 2007, Southern Company had a State of Georgia net operating loss (NOL) carryforward totaling $1.0 billion, which could result in net state income tax benefits of $59 million, if utilized. However, Southern Company has established a valuation allowance for the potential $59 million tax benefit due to the remote likelihood that the tax benefit will be realized. These NOLs will expire between 2008 and 2021. During 2007, Southern Company utilized $0.8 million in available NOLs, which resulted in a $0.05 million state income tax benefit. The State of Georgia allows the filing of a combined return, which should substantially reduce any additional NOL carryforwards.
At December 31, 2007, the tax-related regulatory assets and liabilities were $911 million and $275 million, respectively. These assets are attributable to tax benefits flowed through to customers in prior years and to taxes applicable to capitalized interest. These liabilities are attributable to deferred taxes previously recognized at rates higher than the current enacted tax law and to unamortized investment tax credits.
In accordance with regulatory requirements, deferred investment tax credits are amortized over the lives of the related property with such amortization normally applied as a credit to reduce depreciation in the statements of income. Credits amortized in this manner amounted to $23 million in 2007, $23 million in 2006, and $25 million in 2005. At December 31, 2007, all investment tax credits available to reduce federal income taxes payable had been utilized.

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Effective Tax Rate
The provision for income taxes differs from the amount of income taxes determined by applying the applicable U.S. federal statutory rate to earnings before income taxes and preferred and preference dividends of subsidiaries, as a result of the following:
                         
    2007     2006     2005  
 
Federal statutory rate
    35.0 %     35.0 %     35.0 %
State income tax, net of federal deduction
    2.7       2.9       3.4  
Synthetic fuel tax credits
    (1.4 )     (2.7 )     (8.0 )
Employee stock plans dividend deduction
    (1.3 )     (1.4 )     (1.5 )
Non-deductible book depreciation
    0.9       1.0       1.1  
Difference in prior years’ deferred and current tax rate
    (0.2 )     (0.3 )     (1.8 )
AFUDC-Equity
    (1.4 )     (0.7 )     (0.8 )
Production activities deduction
    (0.8 )     (0.2 )     (0.1 )
Donations
    (0.8 )            
Other
    (0.8 )     (0.9 )     (0.5 )
 
Effective income tax rate
    31.9 %     32.7 %     26.8 %
 
The American Jobs Creation Act of 2004 created a tax deduction for a portion of income attributable to United States production activities as defined in Internal Revenue Code Section 199 (production activities deduction). The deduction is equal to a stated percentage of qualified production activities income. The percentage is phased in over the years 2005 through 2010 with a 3% rate applicable to the years 2005 and 2006, a 6% rate applicable for years 2007 through 2009, and a 9% rate applicable for all years after 2009. This increase from 3% in 2006 to 6% in 2007 was one of several factors that increased Southern Company’s 2007 deduction by $32 million over the 2006 deduction. The resulting additional tax benefit was $11 million.
In 2007, Georgia Power donated 2,200 acres of land in the Tallulah Gorge State Park to the State of Georgia. The estimated value of the donation caused a lower effective income tax rate for the year ended December 31, 2007, when compared to December 31, 2006.
Unrecognized Tax Benefits
On January 1, 2007, Southern Company adopted FIN 48, which requires companies to determine whether it is “more likely than not” that a tax position will be sustained upon examination by the appropriate taxing authorities before any part of the benefit can be recorded in the financial statements. It also provides guidance on the recognition, measurement, and classification of income tax uncertainties, along with any related interest and penalties.
Prior to the adoption of FIN 48, Southern Company had unrecognized tax benefits which were previously accrued under Statement of Financial Accounting Standards No. 5, “Accounting for Contingencies” of approximately $65 million. Upon adoption of FIN 48, an additional $146 million of unrecognized tax benefits were recorded, which resulted in a total balance of $211 million. The $146 million relates to tax positions for which ultimate deductibility is highly certain, but for which there is uncertainty as to the timing of such deductibility. For 2007, the total amount of unrecognized tax benefits increased by $53 million, resulting in a balance of $264 million as of December 31, 2007.

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Changes during the year in unrecognized tax benefits were as follows:
         
    2007
 
    (in millions)
 
Unrecognized tax benefits as of adoption
  $ 211  
Tax positions from current periods
    46  
Tax positions from prior periods
    7  
Reductions due to settlements
     
Reductions due to expired statute of limitations
     
 
Balance at end of year
  $ 264  
 
Impact on Southern Company’s effective tax rate, if recognized, is as follows:
         
    2007
 
    (in millions)
 
Tax positions impacting the effective tax rate
  $ 96  
Tax positions not impacting the effective tax rate
    168  
 
Balance at end of year
  $ 264  
 
Accrued interest for unrecognized tax benefits:
         
    2007
 
    (in millions)
 
Interest accrued as of adoption
  $ 27  
Interest accrued during the year
    4  
 
Balance at end of year
  $ 31  
 
Southern Company classifies interest on tax uncertainties as interest expense. The net amount of interest accrued as of adoption of FIN 48 was $27 million, which resulted in a reduction to beginning 2007 retained earnings of approximately $15 million, net of tax. Net interest accrued for the year ended December 31, 2007 was $4 million. Southern Company did not accrue any penalties on uncertain tax positions.
The IRS has audited and closed all tax returns prior to 2004. The audits for the state returns have either been concluded, or the statute of limitations has expired, for years prior to 2002.
It is reasonably possible that the amount of the unrecognized benefit with respect to certain of Southern Company’s unrecognized tax positions will significantly increase or decrease within the next 12 months. The possible settlement of the SILO litigation, the Georgia state tax credits litigation, the production activities deduction methodology, and/or the conclusion or settlement of federal or state audits could impact the balances significantly. At this time, other than the SILO litigation, an estimate of the range of reasonably possible outcomes cannot be determined. The unrecognized benefit related to the SILO litigation could decrease by $165 million within the next 12 months. See Note 3 under “Income Tax Matters” for additional information.
6. FINANCING
Long-Term Debt Payable to Affiliated Trusts
Southern Company and certain of the traditional operating companies have formed certain wholly-owned trust subsidiaries for the purpose of issuing preferred securities. The proceeds of the related equity investments and preferred security sales were loaned back to Southern Company or the applicable traditional operating company through the issuance of junior subordinated notes totaling $412 million, which constitute substantially all of the

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assets of these trusts and are reflected in the balance sheets as “Long-term Debt.” Southern Company and such traditional operating companies each consider that the mechanisms and obligations relating to the preferred securities issued for its benefit, taken together, constitute a full and unconditional guarantee by it of the respective trusts’ payment obligations with respect to these securities. At December 31, 2007, preferred securities of $400 million were outstanding. See Note 1 under “Variable Interest Entities” for additional information on the accounting treatment for these trusts and the related securities.
Securities Due Within One Year
A summary of scheduled maturities and redemptions of securities due within one year at December 31 was as follows:
                 
    2007   2006
 
    (in millions)
 
Capitalized leases
  $ 15     $ 13  
Senior notes
    1,005       1,369  
Other long-term debt
    33       36  
Preferred stock
    125        
 
Total
  $ 1,178     $ 1,418  
 
Debt and preferred stock redemptions, and/or serial maturities through 2012 applicable to total long-term debt are as follows: $1.2 billion in 2008; $609 million in 2009; $291 million in 2010; $332 million in 2011; and $1.6 billion in 2012.
Assets Subject to Lien
Each of Southern Company’s subsidiaries is organized as a legal entity, separate and apart from Southern Company and its other subsidiaries. Alabama Power and Gulf Power have granted one or more liens on certain of their respective property in connection with the issuance of certain pollution control bonds with an outstanding principal amount of $194 million. There are no agreements or other arrangements among the subsidiary companies under which the assets of one company have been pledged or otherwise made available to satisfy obligations of Southern Company or any of its other subsidiaries.
Bank Credit Arrangements
At the beginning of 2008, unused credit arrangements with banks totaled $4.1 billion, of which $811 million expires during 2008 and $3.3 billion expires in 2012. The following table outlines the credit arrangements by company:
                                 
                    Expires
Company   Total   Unused   2008   2012
    (in millions)
 
Alabama Power
  $ 1,235     $ 1,235     $ 435     $ 800  
Georgia Power
    1,160       1,152       40       1,120  
Gulf Power
    125       125       125        
Mississippi Power
    181       181       181        
Southern Company
    1,000       1,000             1,000  
Southern Power
    400       387             400  
Other
    30       30       30        
 
Total
  $ 4,131     $ 4,110     $ 811     $ 3,320  
 

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Approximately $79 million of the credit facilities expiring in 2008 allow the execution of term loans for an additional two-year period and $500 million allow execution of one-year term loans. Most of these agreements include stated borrowing rates.
All of the credit arrangements require payment of commitment fees based on the unused portion of the commitments or the maintenance of compensating balances with the banks. Commitment fees are one-eighth of 1% or less for Southern Company, the traditional operating companies, and Southern Power. Compensating balances are not legally restricted from withdrawal.
Most of the credit arrangements with banks have covenants that limit debt levels to 65% of total capitalization, as defined in the agreements. For purposes of these definitions, debt excludes the long-term debt payable to affiliated trusts and, in certain arrangements, other hybrid securities. At December 31, 2007, Southern Company, Southern Power, and the traditional operating companies were each in compliance with their respective debt limit covenants.
In addition, the credit arrangements typically contain cross default provisions that would be triggered if the borrower defaulted on other indebtedness above a specified threshold. The cross default provisions are restricted only to the indebtedness, including any guarantee obligations, of the company that has such credit arrangements. Southern Company and its subsidiaries are currently in compliance with all such covenants.
A portion of the $4.1 billion unused credit with banks is allocated to provide liquidity support to the traditional operating companies’ variable rate pollution control bonds. The amount of variable rate pollution control bonds requiring liquidity support as of December 31, 2007 was $927 million.
Southern Company, the traditional operating companies, and Southern Power borrow primarily through commercial paper programs that have the liquidity support of committed bank credit arrangements. Southern Company and the traditional operating companies may also borrow through various other arrangements with banks and extendible commercial note programs. The amounts of commercial paper outstanding and included in notes payable in the balance sheets at December 31, 2007 and December 31, 2006 were $1.2 billion and $1.8 billion, respectively. The amounts of short-term bank loans included in notes payable in the balance sheets at December 31, 2007 and December 31, 2006 were $113 million and $140 million, respectively. There were no extendible commercial notes outstanding at December 31, 2007 and $30 million outstanding at December 31, 2006.
During 2007, the peak amount outstanding for short-term debt was $2.3 billion, and the average amount outstanding was $1.4 billion. The average annual interest rate on short-term debt was 5.3% for 2007 and 5.2% for 2006.
Financial Instruments
The traditional operating companies and Southern Power enter into energy-related derivatives to hedge exposures to electricity, gas, and other fuel price changes. However, due to cost-based rate regulations, the traditional operating companies have limited exposure to market volatility in commodity fuel prices and prices of electricity. In addition, Southern Power’s exposure to market volatility in commodity fuel prices and prices of electricity is limited because its long-term sales contracts generally shift substantially all fuel cost responsibility to the purchaser. Each of the traditional operating companies has implemented fuel-hedging programs at the instruction of their respective state PSCs. Together with Southern Power, the traditional operating companies may enter into hedges of forward electricity sales.

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At December 31, 2007, the fair value gains/(losses) of energy-related derivative contracts was reflected in the financial statements as follows:
         
    Amounts
    (in millions)
 
Regulatory assets, net
  $  —  
Accumulated other comprehensive income
    1  
Net income
    3  
 
Total fair value
  $ 4  
 
The fair value gains or losses for hedges that are recoverable through the regulatory fuel clauses are recorded as regulatory assets and liabilities and are recognized in earnings at the same time the hedged items affect earnings. For other hedges qualifying as cash flow hedges, including those of Southern Power, the fair value gains or losses are recorded in other comprehensive income and are reclassified into earnings at the same time the hedged items affect earnings. For 2007, 2006, and 2005, the pre-tax gains/(losses) reclassified from other comprehensive income to fuel expense or revenues were not material. For the year 2008, approximately $1 million of gains are expected to be reclassified from other comprehensive income to revenues. There was no significant ineffectiveness recorded in earnings for any period presented. Southern Company has energy-related hedges in place up to and including 2010.
During 2006 and 2007, Southern Company entered into derivative transactions to reduce its exposure to a potential phase-out of certain income tax credits related to synthetic fuel production in 2007. In accordance with Section 45K of the Internal Revenue Code, these tax credits are subject to limitation as the annual average price of oil increases. At December 31, 2007, the fair value of all derivative transactions related to synthetic fuel production was a $43 million net asset. For 2007, 2006, and 2005, the fair value gain/(loss) recognized in other income (expense) to mark the transactions to market was $27 million, $(32) million, and $(7) million, respectively.
Southern Company and certain subsidiaries also enter into derivatives to hedge exposure to changes in interest rates. Derivatives related to fixed-rate securities are accounted for as fair value hedges. Derivatives related to variable rate securities or forecasted transactions are accounted for as cash flow hedges. The derivatives employed as hedging instruments are structured to minimize ineffectiveness. As such, no material ineffectiveness has been recorded in earnings for any period presented.
At December 31, 2007, Southern Company had $865 million notional amount of interest rate swaps and options outstanding with net fair value losses of $21 million as follows:
Cash Flow Hedges
                                         
                    Weighted           Fair Value
    Notional   Variable Rate   Average   Hedge Maturity   Gain(Loss)
    Amount   Received   Fixed Rate Paid   Date   December 31, 2007
    (in millions)                           (in millions)
 
Alabama Power*
  $ 246     SIFMA Index     2.96 %   February 2010   $ (1.4 )
Georgia Power**
     100     1-month LIBOR     3.85 %   January 2008      
Georgia Power
     225     3-month LIBOR     5.26 %   March 2018     (10.4 )
Georgia Power
     100     3-month LIBOR     5.12 %   June 2018     (3.3 )
Georgia Power
     100     3-month LIBOR     5.28 %   February 2019     (3.6 )
Georgia Power*
    14     SIFMA Index     2.50 %   January 2008      
Gulf Power
    80     3-month LIBOR     5.10 %   July 2018     (2.4 )
 
*   Hedged using the Securities Industry and Financial Markets Association Municipal Swap Index (SIFMA), (Formerly the Bond Market Association/PSA Municipal Swap Index)
 
**   Interest rate collar with variable rate based on a percentage of 1-month LIBOR (showing rate cap)

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For fair value hedges where the hedged item is an asset, liability, or firm commitment, the changes in the fair value of the hedging derivatives are recorded in earnings and are offset by the changes in the fair value of the hedged item.
The fair value gain or loss for cash flow hedges is recorded in other comprehensive income and is reclassified into earnings at the same time the hedged items affect earnings. In 2007, 2006, and 2005, the Company incurred net gains/(losses) of $9 million, $1 million, and $(19) million, respectively, upon termination of certain interest derivatives at the same time it issued debt. The effective portion of these gains/(losses) have been deferred in other comprehensive income and will be amortized to interest expense over the life of the original interest derivative. For 2007, 2006, and 2005, approximately $15 million, $1 million, and $10 million, respectively, of pre-tax losses were reclassified from other comprehensive income to interest expense. For 2008, pre-tax losses of approximately $16 million are expected to be reclassified from other comprehensive income to interest expense. The Company has interest-related hedges in place through 2019 and has deferred gains/(losses) that are being amortized through 2037.
7. COMMITMENTS
Construction Program
Southern Company is engaged in continuous construction programs, currently estimated to total $4.5 billion in 2008, $4.8 billion in 2009, and $4.3 billion in 2010. These amounts include $176 million, $188 million, and $170 million in 2008, 2009, and 2010, respectively, for construction expenditures related to contractual purchase commitments for uranium and nuclear fuel conversion, enrichment, and fabrication services included herein under “Fuel and Purchased Power Commitments.” The construction programs are subject to periodic review and revision, and actual construction costs may vary from the above estimates because of numerous factors. These factors include: changes in business conditions; acquisition of additional generating assets; revised load growth estimates; changes in environmental statutes and regulations; changes in existing nuclear plants to meet new regulatory requirements; changes in FERC rules and regulations; increasing costs of labor, equipment, and materials; and cost of capital. At December 31, 2007, significant purchase commitments were outstanding in connection with the ongoing construction program, which includes new facilities and capital improvements to transmission, distribution, and generation facilities, including those to meet environmental standards.
Long-Term Service Agreements
The traditional operating companies and Southern Power have entered into Long-Term Service Agreements (LTSAs) with General Electric (GE), ABB Power Generation, Inc., and Mitsubishi Power Systems Americas, Inc. for the purpose of securing maintenance support for the combined cycle and combustion turbine generating facilities owned or under construction by the subsidiaries. The LTSAs cover all planned inspections on the covered equipment, which generally includes the cost of all labor and materials. The LTSAs are also obligated to cover the costs of unplanned maintenance on the covered equipment subject to limits and scope specified in each contract.
In general, these LTSAs are in effect through two major inspection cycles per unit. Scheduled payments under the LTSAs, which are subject to price escalation, are made at various intervals based on actual operating hours or number of gas turbine starts of the respective units. Total remaining payments under these agreements for facilities owned are currently estimated at $2.3 billion over the remaining life of the agreements, which are currently estimated to range up to 40 years. However, the LTSAs contain various cancellation provisions at the option of the purchasers.
Georgia Power has also entered into an LTSA with GE through 2014 for neutron monitoring system parts and electronics at Plant Hatch. Total remaining payments to GE under this agreement are currently estimated at $9 million. The contract contains cancellation provisions at the option of Georgia Power.

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Payments made under the LTSAs prior to the performance of any work are recorded as a prepayment in the balance sheets. All work performed is capitalized or charged to expense (net of any joint owner billings), as appropriate based on the nature of the work.
Limestone Commitments
As part of Southern Company’s program to reduce sulfur dioxide emissions from certain of its coal plants, the traditional operating companies are constructing certain equipment and have entered into various long-term commitments for the procurement of limestone to be used in such equipment. Contracts are structured with tonnage minimums and maximums in order to account for changes in coal burn and sulfur content. Southern Company has a minimum contractual obligation of 7.7 million tons, equating to approximately $305 million, through 2019. Estimated expenditures over the next five years are $7 million in 2008, $13 million in 2009, $36 million in 2010, $34 million in 2011, and $35 million in 2012.
Fuel and Purchased Power Commitments
To supply a portion of the fuel requirements of the generating plants, Southern Company has entered into various long-term commitments for the procurement of fossil and nuclear fuel. In most cases, these contracts contain provisions for price escalations, minimum purchase levels, and other financial commitments. Coal commitments include forward contract purchases for sulfur dioxide emission allowances. Natural gas purchase commitments contain fixed volumes with prices based on various indices at the time of delivery. Amounts included in the chart below represent estimates based on New York Mercantile Exchange future prices at December 31, 2007. Also, Southern Company has entered into various long-term commitments for the purchase of capacity and electricity. Total estimated minimum long-term obligations at December 31, 2007 were as follows:
                                 
    Commitments
    Natural Gas   Coal   Nuclear Fuel   Purchased Power
 
    (in millions)
 
2008
  $ 1,735     $ 3,413     $ 176     $ 177  
2009
    1,178       2,456       188       205  
2010
    595       1,310       170       231  
2011
    466       715       157       213  
2012
    482       644       156       168  
2013 and thereafter
    3,530       1,683       167       1,656  
 
Total
  $ 7,986     $ 10,221     $ 1,014     $ 2,650  
 
Additional commitments for fuel will be required to supply Southern Company’s future needs. Total charges for nuclear fuel included in fuel expense amounted to $144 million in 2007, $137 million in 2006, and $134 million in 2005.
Operating Leases
In 2001, Mississippi Power began the initial 10-year term of a lease agreement for a combined cycle generating facility built at Plant Daniel for approximately $370 million. In 2003, the generating facility was acquired by Juniper Capital L.P. (Juniper), whose partners are unaffiliated with Mississippi Power. Simultaneously, Juniper entered into a restructured lease agreement with Mississippi Power. Juniper has also entered into leases with other parties unrelated to Mississippi Power. The assets leased by Mississippi Power comprise less than 50% of Juniper’s assets. Mississippi Power is not required to consolidate the leased assets and related liabilities, and the lease with Juniper is considered an operating lease. The initial lease term ends in 2011, and the lease includes a purchase and renewal option based on the cost of the facility at the inception of the lease. Mississippi Power is required to amortize approximately 4% of the initial acquisition cost over the initial lease term. Eighteen months prior to the end of the initial lease, Mississippi Power may elect to renew for 10 years. If the lease is renewed, the agreement

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calls for Mississippi Power to amortize an additional 17% of the initial completion cost over the renewal period. Upon termination of the lease, at Mississippi Power’s option, it may either exercise its purchase option or the facility can be sold to a third party.
The lease provides for a residual value guarantee, approximately 73% of the acquisition cost, by Mississippi Power that is due upon termination of the lease in the event that Mississippi Power does not renew the lease or purchase the assets and that the fair market value is less than the unamortized cost of the asset. A liability of approximately $7 million and $9 million for the fair market value of this residual value guarantee is included in the balance sheets as of December 31, 2007 and 2006, respectively.
Southern Company also has other operating lease agreements with various terms and expiration dates. Total operating lease expenses were $163 million, $161 million, and $150 million for 2007, 2006, and 2005, respectively. Southern Company includes any step rents, escalations, and lease concessions in its computation of minimum lease payments, which are recognized on a straight-line basis over the minimum lease term. At December 31, 2007, estimated minimum lease payments for noncancelable operating leases were as follows:
                                 
    Minimum Lease Payments
    Plant Daniel   Barges & Rail Cars   Other   Total
 
    (in millions)
2008
  $ 29     $ 49     $ 47     $ 125  
2009
    28       39       41       108  
2010
    28       30       33       91  
2011
    28       23       25       76  
2012
          16       17       33  
2013 and thereafter
          46        118        164  
 
Total
  $ 113     $ 203     $ 281     $ 597  
 
For the traditional operating companies, a majority of the barge and rail car lease expenses are recoverable through fuel cost recovery provisions. In addition to the above rental commitments, Alabama Power and Georgia Power have obligations upon expiration of certain leases with respect to the residual value of the leased property. These leases expire in 2009, 2010, and 2011, and the maximum obligations are $20 million, $62 million, and $41 million, respectively. At the termination of the leases, the lessee may either exercise its purchase option, or the property can be sold to a third party. Alabama Power and Georgia Power expect that the fair market value of the leased property would substantially reduce or eliminate the payments under the residual value obligations.
Guarantees
Prior to the spin-off, Southern Company made separate guarantees to certain counterparties regarding performance of contractual commitments by Mirant’s trading and marketing subsidiaries. Southern Company has paid approximately $1.4 million in connection with the guarantees. The total notional amount of guarantees outstanding at December 31, 2007 is less than $10 million.
As discussed earlier in this Note under “Operating Leases,” Alabama Power, Georgia Power, and Mississippi Power have entered into certain residual value guarantees.
8. COMMON STOCK
Stock Issued
In 2007, Southern Company raised $379 million (11.6 million shares) from the issuance of new common shares and $159 million (5.3 million shares) from the issuance of treasury stock under the Company’s various stock programs.

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In 2006, Southern Company raised $1 million (53,000 shares) from the issuance of new common shares and $136 million (5 million shares) from the issuance of treasury stock under the Company’s various stock programs.
Shares Reserved
At December 31, 2007, a total of 68 million shares were reserved for issuance pursuant to the Southern Investment Plan, the Employee Savings Plan, the Outside Directors Stock Plan, and the Omnibus Incentive Compensation Plan (stock option plan).
Stock Option Plan
Southern Company provides non-qualified stock options to a large segment of its employees ranging from line management to executives. As of December 31, 2007, 6,728 current and former employees participated in the stock option plan. The maximum number of shares of common stock that may be issued under this plan may not exceed 40 million. The prices of options granted to date have been at the fair market value of the shares on the dates of grant. Options granted to date become exercisable pro rata over a maximum period of three years from the date of grant. Southern Company generally recognizes stock option expense on a straight-line basis over the vesting period which equates to the requisite service period; however, for employees who are eligible for retirement the total cost is expensed at the grant date. Options outstanding will expire no later than 10 years after the date of grant, unless terminated earlier by the Southern Company Board of Directors in accordance with the stock option plan. For certain stock option awards, a change in control will provide accelerated vesting.
Southern Company’s activity in the stock option plan for 2007 is summarized below:
                 
    Shares Subject   Weighted Average
    To Option   Exercise Price
 
Outstanding at December 31, 2006
    34,609,243     $ 28.69  
Granted
    6,958,668       36.42  
Exercised
    (7,393,430 )     26.32  
Cancelled
    (99,859 )     33.94  
 
Outstanding at December 31, 2007
    34,074,622     $ 30.77  
 
Exercisable at December 31, 2007
    21,300,097     $ 28.23  
 
The number of stock options vested, and expected to vest in the future, as of December 31, 2007 was not significantly different from the number of stock options outstanding at December 31, 2007 as stated above. As of December 31, 2007, the weighted average remaining contractual term for the options outstanding and options exercisable was 6.5 years and 5.3 years, respectively, and the aggregate intrinsic value for the options outstanding and options exercisable was $272 million and $224 million, respectively.
As of December 31, 2007, there was $10 million of total unrecognized compensation cost related to stock option awards not yet vested. That cost is expected to be recognized over a weighted-average period of approximately 10 months.
The total intrinsic value of options exercised during the years ended December 31, 2007, 2006, and 2005 was $81 million, $36 million, and $130 million, respectively. The actual tax benefit realized by the Company for the tax deductions from stock option exercises totaled $31 million, $14 million, and $50 million, respectively, for the years ended December 31, 2007, 2006, and 2005.
Southern Company has a policy of issuing shares to satisfy share option exercises. Cash received from issuances related to option exercises under the share-based payment arrangements for the years ended December 31, 2007, 2006, and 2005 was $195 million, $77 million, and $213 million, respectively.

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Diluted Earnings Per Share
For Southern Company, the only difference in computing basic and diluted earnings per share is attributable to outstanding options under the stock option plan. The effect of the stock options was determined using the treasury stock method. Shares used to compute diluted earnings per share are as follows:
                         
    Average Common Stock Shares
    2007   2006   2005
 
    (in thousands)
 
As reported shares
    756,350       743,146       743,927  
Effect of options
    4,666       4,739       4,600  
 
Diluted shares
    761,016       747,885       748,527  
 
Common Stock Dividend Restrictions
The income of Southern Company is derived primarily from equity in earnings of its subsidiaries. At December 31, 2007, consolidated retained earnings included $5.0 billion of undistributed retained earnings of the subsidiaries. Southern Power’s credit facility contains potential limitations on the payment of common stock dividends; as of December 31, 2007, Southern Power was in compliance with all such requirements.
9. NUCLEAR INSURANCE
Under the Price-Anderson Amendments Act (Act), Alabama Power and Georgia Power maintain agreements of indemnity with the NRC that, together with private insurance, cover third-party liability arising from any nuclear incident occurring at the companies’ nuclear power plants. The Act provides funds up to $10.8 billion for public liability claims that could arise from a single nuclear incident. Each nuclear plant is insured against this liability to a maximum of $300 million by American Nuclear Insurers (ANI), with the remaining coverage provided by a mandatory program of deferred premiums that could be assessed, after a nuclear incident, against all owners of nuclear reactors. A company could be assessed up to $101 million per incident for each licensed reactor it operates but not more than an aggregate of $15 million per incident to be paid in a calendar year for each reactor. Such maximum assessment, excluding any applicable state premium taxes, for Alabama Power and Georgia Power, based on its ownership and buyback interests, is $201 million and $203 million, respectively, per incident, but not more than an aggregate of $30 million per company to be paid for each incident in any one year. Both the maximum assessment per reactor and the maximum yearly assessment are adjusted for inflation at least every five years. The next scheduled adjustment is due on or before August 31, 2008.
Alabama Power and Georgia Power are members of Nuclear Electric Insurance Limited (NEIL), a mutual insurer established to provide property damage insurance in an amount up to $500 million for members’ nuclear generating facilities.
Additionally, both companies have policies that currently provide decontamination, excess property insurance, and premature decommissioning coverage up to $2.3 billion for losses in excess of the $500 million primary coverage. This excess insurance is also provided by NEIL.
NEIL also covers the additional costs that would be incurred in obtaining replacement power during a prolonged accidental outage at a member’s nuclear plant. Members can purchase this coverage, subject to a deductible waiting period of up to 26 weeks, with a maximum per occurrence per unit limit of $490 million. After the deductible period, weekly indemnity payments would be received until either the unit is operational or until the limit is exhausted in approximately three years. Alabama Power and Georgia Power each purchase the maximum limit allowed by NEIL, subject to ownership limitations. Each facility has elected a 12-week waiting period.

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Under each of the NEIL policies, members are subject to assessments if losses each year exceed the accumulated funds available to the insurer under that policy. The current maximum annual assessments for Alabama Power and Georgia Power under the NEIL policies would be $37 million and $51 million, respectively.
Claims resulting from terrorist acts are covered under both the ANI and NEIL policies (subject to normal policy limits). The aggregate, however, that NEIL will pay for all claims resulting from terrorist acts in any 12-month period is $3.2 billion plus such additional amounts NEIL can recover through reinsurance, indemnity, or other sources.
For all on-site property damage insurance policies for commercial nuclear power plants, the NRC requires that the proceeds of such policies shall be dedicated first for the sole purpose of placing the reactor in a safe and stable condition after an accident. Any remaining proceeds are to be applied next toward the costs of decontamination and debris removal operations ordered by the NRC, and any further remaining proceeds are to be paid either to the company or to its bond trustees as may be appropriate under the policies and applicable trust indentures.
All retrospective assessments, whether generated for liability, property, or replacement power, may be subject to applicable state premium taxes.
10. SEGMENT AND RELATED INFORMATION
Southern Company’s reportable business segments are the sale of electricity in the Southeast by the four traditional operating companies and Southern Power. The “All Other” column includes parent Southern Company, which does not allocate operating expenses to business segments. Also, this category includes segments below the quantitative threshold for separate disclosure. These segments include investments in synthetic fuels and leveraged lease projects, telecommunications, and energy-related services. Southern Power’s revenues from sales to the traditional operating companies were $547 million, $492 million, and $557 million in 2007, 2006, and 2005, respectively. In addition, see Note 1 under “Related Party Transactions” for information regarding revenues from services for synthetic fuel production that are included in the cost of fuel purchased by Alabama Power and Georgia Power. All other intersegment revenues are not material. Financial data for business segments and products and services are as follows:

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Business Segment
                                                         
    Electric Utilities            
    Traditional                                
    Operating   Southern                   All        
    Companies   Power   Eliminations   Total   Other   Eliminations   Consolidated
    (in millions)
2007
                                                       
Operating revenues
  $ 14,851     $ 972     $ (683 )   $ 15,140     $ 380     $ (167 )   $ 15,353  
Depreciation and amortization
    1,141       74             1,215       30             1,245  
Interest income
    31       1             32       14       (1 )     45  
Interest expense
    685       79             764       122             886  
Income taxes
    866       84             950       (115 )           835  
Segment net income (loss)
    1,582       132             1,714       22       (2 )     1,734  
Total assets
    41,812       2,769       (122 )     44,459       1,767       (437 )     45,789  
Gross property additions
    3,465       184       (4 )     3,645       13             3,658  
 
                                                         
    Electric Utilities            
    Traditional                                
    Operating   Southern                   All        
    Companies   Power   Eliminations   Total   Other   Eliminations   Consolidated
    (in millions)
2006
                                                       
Operating revenues
  $ 13,920     $ 777     $ (609 )   $ 14,088     $ 413     $ (145 )   $ 14,356  
Depreciation and amortization
    1,098       66             1,164       37       (1 )     1,200  
Interest income
    33       2             35       7       (1 )     41  
Interest expense
    637       80             717       149             866  
Income taxes
    867       82             949       (169 )           780  
Segment net income (loss)
    1,462       124             1,586       (11 )     (2 )     1,573  
Total assets
    38,825       2,691       (110 )     41,406       1,933       (481 )     42,858  
Gross property additions
    2,561       501       (16 )     3,046       26             3,072  
 
                                                         
    Electric Utilities                    
    Traditional                                
    Operating   Southern                   All        
    Companies   Power   Eliminations   Total   Other   Eliminations   Consolidated
    (in millions)
2005
                                                       
 
                                                       
Operating revenues
  $ 13,157     $ 781     $ (660 )   $ 13,278     $ 393     $ (117 )   $ 13,554  
Depreciation and amortization
    1,083       54             1,137       39             1,176  
Interest income
    30       2             32       5       (1 )     36  
Interest expense
    567       79             646       101             747  
Income taxes
    827       72             899       (304 )           595  
Segment net income (loss)
    1,398       115             1,513       80       (2 )     1,591  
Total assets
    36,335       2,303       (179 )     38,459       1,751       (333 )     39,877  
Gross property additions
    2,177       241             2,418       58             2,476  
 
Products and Services
                                 
Electric Utilities Revenues
 
Year   Retail   Wholesale   Other   Total
    (in millions)
 
2007
  $ 12,639     $ 1,988     $ 513     $ 15,140  
2006
    11,801       1,822       465       14,088  
2005
    11,165       1,667       446       13,278  
 

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11. QUARTERLY FINANCIAL INFORMATION (UNAUDITED)
Summarized quarterly financial data for 2007 and 2006 are as follows:
                                                         
                            Per Common Share
                                            Trading
    Operating   Operating   Consolidated   Basic           Price Range
Quarter Ended   Revenues   Income   Net Income   Earnings   Dividends   High   Low
            (in millions)                                        
March 2007
  $ 3,409     $ 691     $ 339     $ 0.45     $ 0.3875     $ 37.25     $ 34.85  
June 2007
    3,772       844       429       0.57       0.4025       38.90       33.50  
September 2007
    4,832       1,382       762       1.00       0.4025       37.70       33.16  
December 2007
    3,340       409       204       0.27       0.4025       39.35       35.15  
 
                                                       
March 2006
  $ 3,063     $ 590     $ 262     $ 0.35     $ 0.3725     $ 35.89     $ 32.34  
June 2006
    3,592       807       385       0.52       0.3875       33.25       30.48  
September 2006
    4,549       1,358       738       0.99       0.3875       35.00       32.01  
December 2006
    3,152       469       188       0.25       0.3875       37.40       34.49  
Southern Company’s business is influenced by seasonal weather conditions.

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SELECTED CONSOLIDATED FINANCIAL AND OPERATING DATA
For the Periods Ended December 2003 through 2007
Southern Company and Subsidiary Companies 2007 Annual Report
                                         
 
    2007     2006     2005     2004     2003  
 
 
Operating Revenues (in millions)
  $ 15,353     $ 14,356     $ 13,554     $ 11,729     $ 11,018  
Total Assets (in millions)
  $ 45,789     $ 42,858     $ 39,877     $ 36,955     $ 35,175  
Gross Property Additions (in millions)
  $ 3,658     $ 3,072     $ 2,476     $ 2,099     $ 2,014  
Return on Average Common Equity (percent)
    14.60       14.26       15.17       15.38       16.05  
Cash Dividends Paid Per Share of Common Stock
  $ 1.595     $ 1.535     $ 1.475     $ 1.415     $ 1.385  
Consolidated Net Income (in millions):
  $ 1,734     $ 1,573     $ 1,591     $ 1,532     $ 1,474  
Earnings Per Share —
                                       
Basic
  $ 2.29     $ 2.12     $ 2.14     $ 2.07     $ 2.03  
Diluted
    2.28       2.10       2.13       2.06       2.02  
 
Capitalization (in millions):
                                       
Common stock equity
  $ 12,385     $ 11,371     $ 10,689     $ 10,278     $ 9,648  
Preferred and preference stock
    1,080       744       596       561       423  
Mandatorily redeemable preferred securities
                            1,900  
Long-term debt
    14,143       12,503       12,846       12,449       10,164  
 
Total (excluding amounts due within one year)
  $ 27,608     $ 24,618     $ 24,131     $ 23,288     $ 22,135  
 
Capitalization Ratios (percent):
                                       
Common stock equity
    44.9       46.2       44.3       44.1       43.6  
Preferred and preference stock
    3.9       3.0       2.5       2.4       1.9  
Mandatorily redeemable preferred securities
                            8.6  
Long-term debt
    51.2       50.8       53.2       53.5       45.9  
 
Total (excluding amounts due within one year)
    100.0       100.0       100.0       100.0       100.0  
 
Other Common Stock Data:
                                       
Book value per share
  $ 16.23     $ 15.24     $ 14.42     $ 13.86     $ 13.13  
Market price per share:
                                       
High
  $ 39.35     $ 37.40     $ 36.47     $ 33.96     $ 32.00  
Low
    33.16       30.48       31.14       27.44       27.00  
Close (year-end)
    38.75       36.86       34.53       33.52       30.25  
Market-to-book ratio (year-end) (percent)
    238.8       241.9       239.5       241.8       230.4  
Price-earnings ratio (year-end) (times)
    16.9       17.4       16.1       16.2       14.9  
Dividends paid (in millions)
  $ 1,204     $ 1,140     $ 1,098     $ 1,044     $ 1,004  
Dividend yield (year-end) (percent)
    4.1       4.2       4.3       4.2       4.6  
Dividend payout ratio (percent)
    69.5       72.4       69.0       68.3       67.7  
Shares outstanding (in thousands):
                                       
Average
    756,350       743,146       743,927       738,879       726,702  
Year-end
    763,104       746,270       741,448       741,495       734,829  
Stockholders of record (year-end)
    102,903       110,259       118,285       125,975       134,068  
 
Traditional Operating Company Customers (year-end) (in thousands):
                                 
Residential
    3,756       3,706       3,642       3,600       3,552  
Commercial
    600       596       586       578       564  
Industrial
    15       15       15       14       14  
Other
    6       5       5       5       6  
 
Total
    4,377       4,322       4,248       4,197       4,136  
 
Employees (year-end)
    26,742       26,091       25,554       25,642       25,762  
 

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SELECTED CONSOLIDATED FINANCIAL AND OPERATING DATA
For the Periods Ended December 2003 through 2007
Southern Company and Subsidiary Companies 2007 Annual Report
                                         
 
    2007     2006     2005     2004     2003  
 
 
Operating Revenues (in millions):
                                       
Residential
  $ 5,045     $ 4,716     $ 4,376     $ 3,848     $ 3,565  
Commercial
    4,467       4,117       3,904       3,346       3,075  
Industrial
    3,020       2,866       2,785       2,446       2,146  
Other
    107       102       100       92       89  
 
Total retail
    12,639       11,801       11,165       9,732       8,875  
Wholesale
    1,988       1,822       1,667       1,341       1,358  
 
Total revenues from sales of electricity
    14,627       13,623       12,832       11,073       10,233  
Other revenues
    726       733       722       656       785  
 
Total
  $ 15,353     $ 14,356     $ 13,554     $ 11,729     $ 11,018  
 
Kilowatt-Hour Sales (in millions):
                                       
Residential
    53,326       52,383       51,082       49,702       47,833  
Commercial
    54,665       52,987       51,857       50,037       48,372  
Industrial
    54,662       55,044       55,141       56,399       54,415  
Other
    962       920       996       1,005       998  
 
Total retail
    163,615       161,334       159,076       157,143       151,618  
Sales for resale
    40,745       38,460       37,072       34,568       39,875  
 
Total
    204,360       199,794       196,148       191,711       191,493  
 
Average Revenue Per Kilowatt-Hour (cents):
                                       
Residential
    9.46       9.00       8.57       7.74       7.45  
Commercial
    8.17       7.77       7.53       6.69       6.36  
Industrial
    5.52       5.21       5.05       4.34       3.94  
Total retail
    7.72       7.31       7.02       6.19       5.85  
Wholesale
    4.88       4.74       4.50       3.88       3.41  
Total sales
    7.16       6.82       6.54       5.78       5.34  
Average Annual Kilowatt-Hour
                                       
Use Per Residential Customer
    14,263       14,235       14,084       13,879       13,562  
Average Annual Revenue
                                       
Per Residential Customer
  $ 1,349     $ 1,282     $ 1,207     $ 1,074     $ 1,011  
Plant Nameplate Capacity
                                       
Ratings (year-end) (megawatts)
    41,948       41,785       40,509       38,622       38,679  
Maximum Peak-Hour Demand (megawatts):
                                       
Winter
    31,189       30,958       30,384       28,467       31,318  
Summer
    38,777       35,890       35,050       34,414       32,949  
System Reserve Margin (at peak) (percent)
    11.2       17.1       14.4       20.2       21.4  
Annual Load Factor (percent)
    57.6       60.8       60.2       61.4       62.0  
Plant Availability (percent):
                                       
Fossil-steam
    90.5       89.3       89.0       88.5       87.7  
Nuclear
    90.8       91.5       90.5       92.8       94.4  
 
Source of Energy Supply (percent):
                                       
Coal
    67.1       67.2       67.4       65.0       66.9  
Nuclear
    13.4       14.0       14.0       14.5       14.9  
Hydro
    0.9       1.9       3.1       2.9       3.9  
Oil and gas
    15.0       12.9       10.9       10.9       8.8  
Purchased power
    3.6       4.0       4.6       6.7       5.5  
 
Total
    100.0       100.0       100.0       100.0       100.0  
 

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ALABAMA POWER COMPANY
FINANCIAL SECTION

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MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Alabama Power Company 2007 Annual Report
The management of Alabama Power Company (the “Company”) is responsible for establishing and maintaining an adequate system of internal control over financial reporting as required by the Sarbanes-Oxley Act of 2002 and as defined in Exchange Act Rule 13a-15(f). A control system can provide only reasonable, not absolute, assurance that the objectives of the control system are met.
Under management’s supervision, an evaluation of the design and effectiveness of the Company’s internal control over financial reporting was conducted based on the framework in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management concluded that the Company’s internal control over financial reporting was effective as of December 31, 2007.
This Annual Report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s independent registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this Annual Report.
/s/ Charles D. McCrary
Charles D. McCrary
President and Chief Executive Officer
/s/ Art P. Beattie
Art P. Beattie
Executive Vice President, Chief Financial Officer, and Treasurer
February 25, 2008

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Alabama Power Company
We have audited the accompanying balance sheets and statements of capitalization of Alabama Power Company (the “Company”) (a wholly owned subsidiary of Southern Company) as of December 31, 2007 and 2006, and the related statements of income, comprehensive income, common stockholder’s equity, and cash flows for each of the three years in the period ended December 31, 2007. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such financial statements (pages II-123 to II-158) present fairly, in all material respects, the financial position of Alabama Power Company at December 31, 2007 and 2006, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2007, in conformity with accounting principles generally accepted in the United States of America.
As discussed in Note 2 to the financial statements, in 2006 the Company changed its method of accounting for the funded status of defined benefit pension and other postretirement plans.
/s/ Deloitte & Touche LLP
Birmingham, Alabama
February 25, 2008

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Alabama Power Company 2007 Annual Report
OVERVIEW
Business Activities
Alabama Power Company (the Company) operates as a vertically integrated utility providing electricity to retail customers within its traditional service area located within the State of Alabama and to wholesale customers in the Southeast.
Many factors affect the opportunities, challenges, and risks of the Company’s primary business of selling electricity. These factors include the ability to maintain a stable regulatory environment, to achieve energy sales growth, and to effectively manage and secure timely recovery of rising costs. These costs include those related to growing demand, increasingly stringent environmental standards, fuel prices, capital expenditures, and restoration following major storms. Appropriately balancing these required costs and capital expenditures with customer prices will continue to challenge the Company for the foreseeable future.
Since 2005, the Company has completed a number of successful regulatory proceedings that provide for the timely recovery of costs. These regulatory actions are expected to assist the Company’s continued focus on providing reliable electrical service to customers while maintaining a stable financial position.
Key Performance Indicators
In striving to maximize shareholder value while providing cost-effective energy to customers, the Company continues to focus on several key indicators. These indicators include customer satisfaction, plant availability, system reliability, and net income after dividends on preferred and preference stock. The Company’s financial success is directly tied to the satisfaction of its customers. Key elements of ensuring customer satisfaction include outstanding service, high reliability, and competitive prices. Management uses customer satisfaction surveys and reliability indicators to evaluate the Company’s results.
Peak season equivalent forced outage rate (Peak Season EFOR) is an indicator of fossil/hydro plant availability and efficient generation fleet operations during the months when generation needs are greatest. The rate is calculated by dividing the number of hours of forced outages by total generation hours. The fossil/hydro 2007 Peak Season EFOR of 0.59% was better than the target. The nuclear generating fleet also uses Peak Season EFOR as an indicator of availability and efficient generation fleet operations during the peak season. The nuclear 2007 Peak Season EFOR of 0.20% was also better than the target. Transmission and distribution system reliability performance is measured by the frequency and duration of outages. Performance targets for reliability are set internally based on historical performance, expected weather conditions, and expected capital expenditures. The performance for 2007 was better than target for these reliability measures.
Net income after dividends on preferred and preference stock is the primary component of the Company’s contribution to Southern Company’s earnings per share goal. The Company’s 2007 results compared with its targets for some of these key indicators are reflected in the following chart.
         
    2007   2007
    Target   Actual
Key Performance Indicator   Performance   Performance
 
 
  Top quartile in    
Customer Satisfaction
  customer surveys   Top quartile
Peak Season EFOR — fossil/hydro
  2.75% or less   0.59%
Peak Season EFOR — nuclear
  2.00% or less   0.20%
Net Income
  $548 million   $580 million
See RESULTS OF OPERATIONS herein for additional information on the Company’s financial performance. The financial performance achieved in 2007 reflects the continued management emphasis, as well as the commitment shown by employees in achieving or exceeding these key performance expectations.
Earnings
The Company’s financial performance remained strong in 2007 despite the challenges of rising costs. The Company’s net income after dividends on preferred and preference stock of $580 million in 2007 increased $62 million (11.9%) over the prior year. This improvement was primarily due to an increase in retail base rate revenues resulting from an increase in rates under Rate Stabilization

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MANAGEMENT’S DISCUSSION AND ANALYSIS (continued)
Alabama Power Company 2007 Annual Report
and Equalization Plan (Rate RSE) and Rate Certificated New Plant (Rate CNP) for environmental costs that took effect January 1, 2007 as well as favorable weather conditions, partially offset by higher non-fuel operating expenses and increased interest expense.
The Company’s 2006 net income after dividends on preferred and preference stock was $518 million, representing a $10 million (1.9%) increase from the prior year. This improvement was primarily due to retail and wholesale revenue growth offset by higher non-fuel operating expenses and increased interest expense.
The Company’s 2005 net income after dividends on preferred stock was $508 million, representing a $27 million (5.6%) increase from the prior year. This improvement was primarily due to retail and wholesale revenue growth and increases in transmission revenues, partially offset by higher non-fuel operating expenses.
RESULTS OF OPERATIONS
A condensed income statement follows:
                                 
            Increase (Decrease)
    Amount   from Prior Year
 
    2007   2007   2006   2005
 
    (in millions)
Operating revenues
  $ 5,360     $ 345     $ 367     $ 412  
 
Fuel
    1,762       90       216       271  
Purchased power
    438       12       (31 )     44  
Other operations and maintenance
    1,186       89       53       97  
Depreciation and amortization
    472       21       24       1  
Taxes other than income taxes
    287       28       9       6  
 
Total operating expenses
    4,145       240       271       419  
 
Operating income
    1,215       105       96       (7 )
Total other income and (expense)
    (248 )     (11 )     (40 )     6  
Income taxes
    351       21       46       (29 )
 
Net income
    616       73       10       28  
Dividends on preferred and preference stock
    36       11             1  
 
Net income after dividends on preferred and preference stock
  $ 580     $ 62     $ 10     $ 27  
 
Operating Revenues
Operating revenues for 2007 were $5.4 billion, reflecting a $345 million increase from 2006. The following table summarizes the principal factors that have affected operating revenues for the past three years:
                         
    Amount
    2007   2006   2005
 
    (in millions)
Retail — prior year
  $ 3,995.7     $ 3,621.4     $ 3,292.8  
Estimated change in —
                       
Rates and pricing
    216.3       48.4       25.3  
Sales growth
    (4.9 )     35.8       60.3  
Weather
    37.6       19.9       17.9  
Fuel and other cost recovery
    162.3       270.2       225.1  
 
Retail — current year
    4,407.0       3,995.7       3,621.4  
 
Wholesale revenues —
                       
Non-affiliates
    627.0       634.6       551.4  
Affiliates
    144.1       216.0       289.0  
 
Total wholesale revenues
    771.1       850.6       840.4  
 
Other operating revenues
    181.9       168.4       186.0  
 
Total operating revenues
  $ 5,360.0     $ 5,014.7     $ 4,647.8  
 
Percent change
    6.9 %     7.9 %     9.7 %
 

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MANAGEMENT’S DISCUSSION AND ANALYSIS (continued)
Alabama Power Company 2007 Annual Report
Retail revenues in 2007 were $4.4 billion. These revenues increased $411 million (10.3%) in 2007, $374 million (10.3%) in 2006, and $329 million (10.0%) in 2005. These increases were primarily due to increased fuel revenue and base rate increases of 5.3% in January 2007, 2.6% in January 2006, and 1.0% in January 2005. See FUTURE EARNINGS POTENTIAL — “PSC Matters” herein and Note 3 to the financial statements under “Retail Regulatory Matters” for additional information.
Fuel rates billed to customers are designed to fully recover fluctuating fuel and purchased power costs over a period of time. Fuel revenues generally have no effect on net income because they represent the recording of revenues to offset fuel and purchased power expenses. See FUTURE EARNINGS POTENTIAL — “PSC Matters — Retail Fuel Cost Recovery” herein and Note 3 to the financial statements under “Retail Regulatory Matters — Fuel Cost Recovery” for additional information.
Wholesale revenues from sales to non-affiliated utilities were as follows:
                         
    2007   2006   2005
 
    (in millions)
Unit power sales —
                       
Capacity
  $ 151     $ 154     $ 148  
Energy
    192       198       169  
 
Total
    343       352       317  
 
Other power sales —
                       
Capacity and other
    128       137       116  
Energy
    156       146       118  
 
Total
    284       283       234  
 
Total non-affiliated
  $ 627     $ 635     $ 551  
 
Wholesale revenues to non-affiliates include unit power sales under long-term contracts to Florida utilities and sales to wholesale customers within the Company’s service territory. Capacity revenues under unit power sales contracts reflect the recovery of fixed costs and a return on investment, and under these contracts, energy is generally sold at variable cost. Fluctuations in oil and natural gas prices, which are the primary fuel sources for unit power sales customers, influence changes in these energy sales. However, because energy is generally sold at variable cost, these fluctuations have a minimal effect on earnings. No significant declines in the amount of capacity revenues are scheduled until the termination of the unit power sales contracts in May 2010. Short-term opportunity energy sales are also included in wholesale energy sales to non-affiliates. These opportunity sales are made at market-based rates that generally provide a margin above the Company’s variable cost to produce the energy.
Wholesale revenues from sales to affiliated companies within the Southern Company system will vary from year to year depending on demand and the availability and cost of generating resources at each company. These affiliated sales and purchases are made in accordance with the Intercompany Interchange Contract (IIC) as approved by the Federal Energy Regulatory Commission (FERC). In 2007, wholesale revenues from sales to affiliates decreased $71.9 million primarily due to a 37.0% decrease in kilowatt-hour (KWH) sales to affiliates as a result of a decrease in the availability of the Company’s generating resources because of an increase in customer demand within the Company’s service territory. In 2006, wholesale revenues decreased $73.0 million primarily due to a 16.7% decrease in price and a 10.3% decrease in KWH sales to affiliates as a result of a decrease in the availability of the Company’s generating resources because of an increase in customer demand within the Company’s service territory. In 2005, wholesale revenues decreased $19.4 million primarily due to a 20.7% decrease in KWH sales to affiliates as a result of a decrease in the availability of the Company’s generating resources due to an increase in customer demand within the Company’s service territory. Excluding the capacity revenues, these transactions do not have a significant impact on earnings since the energy is generally sold at marginal cost and energy purchases are generally offset by energy revenues through the Company’s energy cost recovery clause (Rate ECR).
Other operating revenues in 2007 increased $13.5 million (8.0%) from 2006 primarily due to a $4.0 million increase in revenues from electric property associated with pole attachment and building rentals, a $2.6 million increase in transmission revenues, and a $2.5 million increase in revenues from gas-fueled co-generation steam facilities. In 2006, other operating revenues decreased $17.6 million (9.5%) from 2005 primarily due to a decrease of $14.6 million in revenues from gas-fueled co-generation steam facilities mainly as a result of lower gas prices. In 2005, other operating revenues increased $35.0 million (23.2%) from 2004 due to an increase of $20 million in revenues from gas-fueled co-generation steam facilities primarily as a result of higher gas prices, a $7.7 million increase in transmission revenues, and a $3.9 million increase from rent from affiliated companies primarily related to leased

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MANAGEMENT’S DISCUSSION AND ANALYSIS (continued)
Alabama Power Company 2007 Annual Report
transmission facilities. Since co-generation steam revenues are generally offset by fuel expense, these revenues did not have a significant impact on earnings for any year reported.
Energy Sales
Changes in revenues are influenced heavily by the change in the volume of energy sold from year to year. KWH sales for 2007 and the percent change by year were as follows:
                                 
    KWHs   Percent Change
    2007   2007   2006   2005
 
    (in billions)                        
Residential
    18.9       1.3 %     3.1 %     4.1 %
Commercial
    14.8       2.8       2.1       1.7  
Industrial
    22.8       (1.6 )     (0.7 )     2.2  
Other
    0.2       0.7       0.4       0.2  
 
Total retail
    56.7       0.5       1.2       2.7  
 
Wholesale —
                               
Non-affiliates
    15.8       (1.3 )     3.5       (0.3 )
Affiliates
    3.2       (37.0 )     (10.3 )     (20.7 )
 
Total wholesale
    19.0       (10.0 )     (0.3 )     (6.8 )
 
Total energy sales
    75.7       (2.4 )     0.8       (0.1 )
 
Retail energy sales in 2007 were 0.5% higher than in 2006. Energy sales in the residential and commercial sectors led the growth with a 1.3% and a 2.8% increase, respectively, due primarily to weather-driven increased demand. Industrial sales decreased 1.6% during the year primarily as a result of decreased sales demand in textiles and food, primary metals, and chemical sectors.
Retail energy sales in 2006 were 1.2% higher than in 2005. Energy sales in the residential and commercial sectors led the growth with a 3.1% and a 2.1% increase, respectively, due primarily to weather-driven increased demand. Industrial sales decreased 0.7% as several large textile facilities discontinued or substantially reduced their operations in 2006. In addition, industrial sales decreased due to pulp and paper customers utilizing self-generation as a result of lower gas prices during the year compared to 2005.
Retail energy sales in 2005 were 2.7% higher than 2004 despite interruptions during Hurricanes Dennis and Katrina. Energy sales in the residential sector led the growth with a 4.1% increase in 2005 due primarily to increased demand. Commercial sales increased 1.7% in 2005 primarily due to continued customer growth. Industrial sales increased 2.2% during the year with chemical, primary metals, and automotive leading the growth in industrial energy consumption. In addition, the paper sector chose to purchase rather than self-generate which contributed to increased sales.
Fuel and Purchased Power Expenses
Fuel costs constitute the single largest expense for the Company. The mix of fuel sources for generation of electricity is determined primarily by demand, the unit cost of fuel consumed, and the availability of generating units. Additionally, the Company purchases a portion of its electricity needs from the wholesale market. Details of the Company’s electricity generated and purchased were as follows:
                         
    2007   2006   2005
 
Total generation (billions of KWHs)
    69.8       72.0       71.2  
Total purchased power (billions of KWHs)
    9.6       8.9       8.7  
 
Sources of generation (percent) —
                       
Coal
    69       68       67  
Nuclear
    19       19       19  
Gas
    10       9       8  
Hydro
    2       4       6  
 
Cost of fuel, generated (cents per net KWH) —
                       
Coal
    2.14       2.09       1.85  
Nuclear
    0.50       0.47       0.46  
Gas
    7.43       7.87       7.43  
 
Average cost of fuel, generated (cents per net KWH)
    2.36       2.27       2.02  
Average cost of purchased power (cents per net KWH)
    6.07       5.98       6.49  
 

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MANAGEMENT’S DISCUSSION AND ANALYSIS (continued)
Alabama Power Company 2007 Annual Report
Fuel and purchased power expenses were $2.2 billion in 2007, an increase of $101.9 million (4.9%) above the prior year costs. This increase was the result of a $70.3 million increase in the cost of fuel and a $31.6 million increase related to the volume of KWHs generated and purchased.
Fuel and purchased power expenses were $2.1 billion in 2006, an increase of $184.1 million (9.6%) above the prior year costs. This increase was the result of a $128.7 million increase in the cost of fuel and a $55.4 million increase related to the volume of KWHs generated and purchased.
Fuel and purchased power expenses were $1.9 billion in 2005, an increase of $315.4 million (19.7%) above the prior year costs. This increase was the result of a $367.4 million increase in the cost of fuel offset by a $52.0 million decrease related to the volume of KWHs generated and purchased.
Purchased power consists of purchases from affiliates in the Southern Company system and non-affiliated companies. Purchased power transactions among the Company, its affiliates, and non-affiliates will vary from period to period depending on demand and the availability and variable production cost of generating resources at each company. Purchased power from non-affiliates decreased $27.1 million (21.8%) in 2007 due to a 22.6% decrease in the amount of energy purchased. In 2006, purchased power from non-affiliates decreased $64.7 million (34.3%) due to a 26.8% decrease in the amount of energy purchased and a 10.3% decrease in purchased power prices over the previous year. In 2005, purchased power from non-affiliates increased $2.5 million (1.0%) due to a 14.3% increase in purchased power prices over the previous year.
While there has been a significant upward trend in the cost of coal and natural gas since 2003, prices moderated somewhat in 2006 and 2007. Coal prices have been influenced by a worldwide increase in demand from developing countries, as well as increases in mining and fuel transportation costs. While demand for natural gas in the United States continued to increase in 2007, natural gas supplies have also risen due to increased production and higher storage levels. During 2007, uranium prices were volatile and increased over the course of the year due to increasing long-term demand with primary production levels at approximately 55% to 60% of demand. Secondary supplies and inventories were sufficient to fill the primary production shortfall.
Fuel expenses generally do not affect net income, since they are offset by fuel revenues under the Company’s Rate ECR. The Company, along with the Alabama Public Service Commission (PSC), continuously monitors the under/over recovered balance to determine whether adjustments to billing rates are required. See FUTURE EARNINGS POTENTIAL — “PSC Matters — Retail Fuel Cost Recovery” herein and Note 3 to the financial statements under “Retail Regulatory Matters — Fuel Cost Recovery” for additional information.
Other Operations and Maintenance Expenses
In 2007, other operations and maintenance expenses increased $89.3 million (8.1%) primarily due to a $28.5 million increase in steam production expense related to environmental mandates and scheduled outage costs, a $19.6 million increase in transmission and distribution expense related to overhead line clearing costs, a $19.0 million increase in administrative and general expenses related to an increase in the expenses for the injuries and damages reserve, outside services, and employee benefits, an $8.1 million increase in nuclear production expense related to scheduled outage cost, a $4.7 million increase in customer accounts expense associated with customer service expenses, and a $9.4 million increase in miscellaneous other operations and maintenance expenses. In 2006, other operations and maintenance expenses increased $52.8 million (5.1%) primarily due to an $18.8 million increase in administrative and general expenses related to employee benefits, a $10.1 million increase in nuclear production expense related to both routine operation and scheduled outage costs, a $9.8 million increase in transmission and distribution expense related to overhead and underground line costs, a $5.4 million increase in steam production expense related to environmental costs, and a $8.7 million increase in miscellaneous other operations and maintenance expenses. In 2005, other operations and maintenance expenses increased $96.7 million (10.2%). This increase was primarily due to an increase in transmission and distribution expense of $37.3 million as a result of the Alabama PSC accounting order to offset the costs of the damage from Hurricane Ivan in September 2004 and to restore a balance in the natural disaster reserve. See Notes 1 and 3 to the financial statements under “Natural Disaster Reserve” and “Natural Disaster Cost Recovery,” respectively, for additional information. In addition, steam production expense increased $28.1 million related to scheduled outage costs, administrative and general expenses increased $20.7 million related to employee benefits, and miscellaneous other operations and maintenance expenses increased $10.6 million.

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Depreciation and Amortization
Depreciation and amortization expenses increased $20.5 million (4.5%) in 2007 primarily due to additions to property, plant, and equipment related to environmental mandates and distribution projects. In 2006, depreciation and amortization expenses increased $24.5 million (5.7%) primarily due to additions to property, plant, and equipment related to environmental and distribution projects. In 2005, depreciation and amortization expenses remained relatively flat compared to the prior year, increasing only $0.6 million (0.1%). During 2005, the depreciation rates used by the Company were adjusted based on a periodic external study that is used to determine the appropriateness of the rates utilized. Also in 2005, additions to property, plant, and equipment, which resulted in increased depreciation expense, were offset by the suspension of $18 million in nuclear decommissioning costs by the Alabama PSC due to the extension of the operating license for both units at Plant Farley. See FUTURE EARNINGS POTENTIAL — “Nuclear Relicensing” and Note 1 to the financial statements under “Nuclear Decommissioning” for additional information.
Taxes Other than Income Taxes
Taxes other than income taxes increased $28.4 million (11.0%) in 2007, $9.3 million (3.7%) in 2006, and $6.0 million (2.5%) in 2005, primarily due to increases in state and municipal public utility license taxes which are directly related to the increase in retail revenues.
Allowance for Equity Funds Used During Construction
Allowance for equity funds used during construction (AFUDC) increased $17.2 million (94.1%) in 2007 primarily due to increases in the amount of construction work in progress related to environmental mandates at generating facilities and transmission and distribution projects compared to the prior year. AFUDC decreased $2.0 million (10.0%) in 2006 primarily due to the timing of construction expenditures compared to the prior year. AFUDC increased $4.1 million (25.6%) in 2005 primarily due to increases in the amount of construction work in progress over the prior year. See Note 1 to the financial statements under “Allowance for Funds Used During Construction (AFUDC)” for additional information.
Interest Expense, Net of Amounts Capitalized
Interest expense, net of amounts capitalized increased $21.5 million (8.5%) in 2007 primarily due to higher interest rates on new issuance of long-term debt and higher interest rates on the Company’s outstanding variable rate securities. Interest expense, net of amounts capitalized, increased $38.7 million (18.1%) in 2006 primarily due to higher interest rates and an increase in the average debt outstanding during the year. Interest expense, net of amounts capitalized increased $3.8 million (2.0%) in 2005 due to an increase in average debt outstanding during the year.
Effects of Inflation
The Company is subject to rate regulation that is based on the recovery of costs. Retail rates may be adjusted annually based on annual projected costs, including estimates for inflation. When historical costs are included, or when inflation exceeds the projected costs used in rate regulation or market-based prices, the effects of inflation can create an economic loss since the recovery of costs could be in dollars that have less purchasing power. In addition, the income tax laws are based on historical costs. Any adverse effect of inflation on the Company’s results of operations has not been substantial. See Note 3 to financial statements under “Retail Regulatory Matters — Rate RSE” for additional information.
FUTURE EARNINGS POTENTIAL
General
The Company operates as a vertically integrated utility providing electricity to retail and wholesale customers within its traditional service area located in the State of Alabama in addition to wholesale customers in the Southeast. Prices for electricity provided by the Company to retail customers are set by the Alabama PSC under cost-based regulatory principles. Prices for wholesale electricity sales, interconnecting transmission lines, and the exchange of electric power are regulated by the FERC. Retail rates and earnings are reviewed and may be adjusted periodically within certain limitations. See ACCOUNTING POLICIES — “Application of Critical Accounting Policies and Estimates — Electric Utility Regulation” herein and Note 3 to the financial statements under “FERC Matters” and “Retail Regulatory Matters” for additional information about regulatory matters.

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Alabama Power Company 2007 Annual Report
The results of operations for the past three years are not necessarily indicative of future earnings potential. The level of the Company’s future earnings depends on numerous factors that affect the opportunities, challenges, and risks of the Company’s primary business of selling electricity. These factors include the Company’s ability to maintain a stable regulatory environment that continues to allow for the recovery of all prudently incurred costs during a time of increasing costs. Future earnings in the near term will depend, in part, upon growth in energy sales, which is subject to a number of factors. These factors include weather, competition, new energy contracts with neighboring utilities, energy conservation practiced by customers, the price of electricity, the price elasticity of demand, and the rate of economic growth in the Company’s service area.
Assuming normal weather, sales to retail customers are projected to grow approximately 1.9% annually on average during 2008 through 2012.
Environmental Matters
Compliance costs related to the Clean Air Act and other environmental statutes and regulations could affect earnings if such costs cannot continue to be fully recovered in rates on a timely basis. Environmental compliance spending over the next several years may exceed amounts estimated. Some of the factors driving the potential for such an increase are higher commodity costs, market demand for labor, and scope additions and clarifications. The timing, specific requirements, and estimated costs could also change as environmental statutes and regulations are adopted or modified. See Note 3 to the financial statements under “Environmental Matters” for additional information.
New Source Review Actions
In November 1999, the Environmental Protection Agency (EPA) brought a civil action in the U.S. District Court for the Northern District of Georgia against certain Southern Company subsidiaries, including the Company, alleging that it had violated the New Source Review (NSR) provisions of the Clean Air Act and related state laws at certain coal-fired generating facilities. Through subsequent amendments and other legal procedures, the EPA filed a separate action in January 2001 against the Company in the U.S. District Court for the Northern District of Alabama after the Company was dismissed from the original action. In these lawsuits, the EPA alleged that NSR violations occurred at five coal-fired generating facilities operated by the Company. The civil actions request penalties and injunctive relief, including an order requiring the installation of the best available control technology at the affected units.
In June 2006, the U.S. District Court for the Northern District of Alabama entered a consent decree between the Company and the EPA, resolving the alleged NSR violations at Plant Miller. The consent decree required the Company to pay $100,000 to resolve the government’s claim for a civil penalty and to donate $4.9 million of sulfur dioxide emission allowances to a nonprofit charitable organization and formalized specific emissions reductions to be accomplished by the Company, consistent with other Clean Air Act programs that require emissions reductions. In August 2006, the district court in Alabama granted the Company’s motion for summary judgment and entered final judgment in favor of the Company on the EPA’s claims related to all of the remaining plants: Plants Barry, Gaston, Gorgas, and Greene County.
The plaintiffs appealed the district court’s decision to the U.S. Court of Appeals for the Eleventh Circuit, and the appeal was stayed by the Appeals Court pending the U.S. Supreme Court’s decision in a similar case against Duke Energy. The Supreme Court issued its decision in the Duke Energy case in April 2007. On October 5, 2007, the U.S. District Court for the Northern District of Alabama issued an order in the Company’s case indicating a willingness to re-evaluate its previous decision in light of the Supreme Court’s Duke Energy opinion. On December 21, 2007, the Eleventh Circuit vacated the district court’s decision in the Company’s case and remanded the case back to the district court for consideration of the legal issues in light of the Supreme Court’s decision in the Duke Energy case. The final outcome of these matters cannot be determined at this time.
The Company believes that it complied with applicable laws and the EPA regulations and interpretations in effect at the time the work in question took place. The Clean Air Act authorizes maximum civil penalties of $25,000 to $32,500 per day, per violation at each generating unit, depending on the date of the alleged violation. An adverse outcome in this matter could require substantial capital expenditures or affect the timing of currently budgeted capital expenditures that cannot be determined at this time and could possibly require payment of substantial penalties. Such expenditures could affect future results of operations, cash flows, and financial condition if such costs are not recovered through regulated rates.
The EPA has issued a series of proposed and final revisions to its NSR regulations under the Clean Air Act, many of which have been subject to legal challenges by environmental groups and states. In June 2005, the U.S. Court of Appeals for the District of Columbia

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Circuit upheld, in part, the EPA’s revisions to NSR regulations that were issued in December 2002 but vacated portions of those revisions addressing the exclusion of certain pollution control projects. These regulatory revisions have been adopted by the State of Alabama. In March 2006, the U.S. Court of Appeals for the District of Columbia Circuit also vacated an EPA rule which sought to clarify the scope of the existing routine maintenance, repair and replacement exclusion. The EPA has also published proposed rules clarifying the test for determining when an emissions increase subject to the NSR permitting requirements has occurred. The impact of these proposed rules will depend on adoption of the final rules by the EPA and the State of Alabama’s implementation of such rules, as well as the outcome of any additional legal challenges, and, therefore, cannot be determined at this time.
Carbon Dioxide Litigation
In July 2004, attorneys general from eight states, each outside of Southern Company’s service territory, and the corporation counsel for New York City filed a complaint in the U.S. District Court for the Southern District of New York against Southern Company and four other electric power companies. A nearly identical complaint was filed by three environmental groups in the same court. The complaints allege that the companies’ emissions of carbon dioxide, a greenhouse gas, contribute to global warming, which the plaintiffs assert is a public nuisance. Under common law public and private nuisance theories, the plaintiffs seek a judicial order (1) holding each defendant jointly and severally liable for creating, contributing to, and/or maintaining global warming and (2) requiring each of the defendants to cap its emissions of carbon dioxide and then reduce those emissions by a specified percentage each year for at least a decade. Plaintiffs have not, however, requested that damages be awarded in connection with their claims. Southern Company believes these claims are without merit and notes that the complaint cites no statutory or regulatory basis for the claims. In September 2005, the U.S. District Court for the Southern District of New York granted Southern Company’s and the other defendants’ motions to dismiss these cases. The plaintiffs filed an appeal to the U.S. Court of Appeals for the Second Circuit in October 2005, and no decision has been issued. The ultimate outcome of these matters cannot be determined at this time.
Environmental Statutes and Regulations
General
The Company’s operations are subject to extensive regulation by state and federal environmental agencies under a variety of statutes and regulations governing environmental media, including air, water, and land resources. Applicable statutes include the Clean Air Act; the Clean Water Act; the Comprehensive Environmental Response, Compensation, and Liability Act; the Resource Conservation and Recovery Act; the Toxic Substances Control Act; the Emergency Planning & Community Right-to-Know Act; and the Endangered Species Act. Compliance with these environmental requirements involves significant capital and operating costs, which are expected to be recovered through existing ratemaking provisions. Through 2007, the Company had invested approximately $1.7 billion in capital projects to comply with these requirements, with annual totals of $469 million, $260 million, and $256 million for 2007, 2006, and 2005, respectively. The Company expects that capital expenditures to assure compliance with existing and new statutes and regulations will be an additional $646 million, $617 million, and $126 million for 2008, 2009, and 2010, respectively. The Company’s compliance strategy is impacted by changes to existing environmental laws, statutes, and regulations, the cost, availability, and existing inventory of emission allowances, and the Company’s fuel mix. Environmental costs that are known and estimable at this time are included in capital expenditures discussed under FINANCIAL CONDITION AND LIQUIDITY — “Capital Requirements and Contractual Obligations” herein.
Compliance with possible additional federal or state legislation or regulations related to global climate change, air quality, or other environmental and health concerns could also significantly affect the Company. New environmental legislation or regulations, or changes to existing statutes or regulations, could affect many areas of the Company’s operations; however, the full impact of any such changes cannot be determined at this time.
Air Quality
Compliance with the Clean Air Act and resulting regulations has been and will continue to be a significant focus for the Company. Through 2007, the Company had spent approximately $1.4 billion in reducing sulfur dioxide (SO 2 ) and nitrogen oxide (NO x ) emissions and in monitoring emissions pursuant to the Clean Air Act. Additional controls have been announced and are currently being installed at several plants to further reduce SO 2 , NO x , and mercury emissions, maintain compliance with existing regulations, and meet new requirements.
In 2004, the EPA designated nonattainment areas under an eight-hour ozone standard. Areas within the Company’s service area that were designated as nonattainment under the eight-hour ozone standard included Jefferson and Shelby Counties, near and including

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Birmingham. The Birmingham area was redesignated to attainment by the EPA in June 2006, and the EPA subsequently approved a maintenance plan for the area to address future exceedances of the standard. In December 2006, the U.S. Court of Appeals for the District of Columbia Circuit vacated the first set of implementation rules adopted in 2004 and remanded the rules to the EPA for further refinement. On June 20, 2007, the EPA proposed additional revisions to the current eight-hour ozone standard which, if enacted, could result in designation of new nonattainment areas within the Company’s service territory. The EPA has requested comment and is expected to publish final revisions to the standard in 2008. The impact of this decision, if any, cannot be determined at this time and will depend on subsequent legal action and/or future nonattainment designations and state regulatory plans.
During 2005, the EPA’s fine particulate matter nonattainment designations became effective for several areas within the Company’s service area. State plans for addressing the nonattainment designations under the existing standard are required by April 2008 and could require further reductions in SO 2 and NO x emissions from power plants. In September 2006, the EPA published a final rule which increased the stringency of the 24-hour average fine particulate matter air quality standard. In December 2007, state agencies recommended to the EPA that Jefferson County (Birmingham) and Etowah County (Gadsden) in Alabama be designated as nonattainment for this standard. The EPA plans to designate nonattainment areas based on the new standard by December 2009. The ultimate outcome of this matter depends on the development and submittal of the required state plans and resolution of pending legal challenges and, therefore, cannot be determined at this time.
The EPA issued the final Clean Air Interstate Rule in March 2005. This cap-and-trade rule addresses power plant SO 2 and NO x emissions that were found to contribute to nonattainment of the eight-hour ozone and fine particulate matter standards in downwind states. Twenty-eight eastern states, including the State of Alabama, are subject to the requirements of the rule. The rule calls for additional reductions of NO x and/or SO 2 to be achieved in two phases, 2009/2010 and 2015. The State of Alabama has an EPA-approved implementation plan for this rule. These reductions will be accomplished by the installation of additional emission controls at the Company’s coal-fired facilities and/or by the purchase of emission allowances from a cap-and-trade program.
The Clean Air Visibility Rule (formerly called the Regional Haze Rule) was finalized in July 2005. The goal of this rule is to restore natural visibility conditions in certain areas (primarily national parks and wilderness areas) by 2064. The rule involves (1) the application of Best Available Retrofit Technology (BART) to certain sources built between 1962 and 1977 and (2) the application of any additional emissions reductions which may be deemed necessary for each designated area to achieve reasonable progress by 2018 toward the natural conditions goal. Thereafter, for each 10-year planning period, additional emissions reductions will be required to continue to demonstrate reasonable progress in each area during that period. For power plants, the Clean Air Visibility Rule allows states to determine that the Clean Air Interstate Rule satisfies BART requirements for SO 2 and NO x . Extensive studies were performed for each of the Company’s affected units to demonstrate that additional particulate matter controls are not necessary under BART. States are currently completing implementation plans that contain strategies for BART and any other measures required to achieve the first phase of reasonable progress.
The impacts of the eight-hour ozone and the fine particulate matter nonattainment designations, and the Clean Air Visibility Rule on the Company will depend on the development and implementation of rules at the state level. Therefore, the full effects of these regulations on the Company cannot be determined at this time. The Company has developed and continually updates a comprehensive environmental compliance strategy to comply with the continuing and new environmental requirements discussed above. As part of this strategy, the Company plans to install additional SO 2 and NO x emission controls within the next several years to assure continued compliance with applicable air quality requirements.
In March 2005, the EPA published the final Clean Air Mercury Rule, a cap-and-trade program for the reduction of mercury emissions from coal-fired power plants. The rule sets caps on mercury emissions to be implemented in two phases, 2010 and 2018, and provides for an emission allowance trading market. The final Clean Air Mercury Rule was challenged in the U.S. Court of Appeals for the District of Columbia Circuit. The petitioners alleged that the EPA was not authorized to establish a cap-and-trade program for mercury emissions and instead the EPA must establish maximum achievable control technology standards for coal-fired electric utility steam generating units. On February 8, 2008, the court vacated the Clean Air Mercury Rule. The Company’s overall environmental compliance strategy relies primarily on a combination of SO 2 and NO x controls to reduce mercury emissions. Any significant changes in the strategy will depend on the outcome of any appeals and/or future federal and state rulemakings. Future rulemakings could require emission reductions more stringent than required by the Clean Air Mercury Rule.

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Water Quality
In July 2004, the EPA published its final technology-based regulations under the Clean Water Act for the purpose of reducing impingement and entrainment of fish, shellfish, and other forms of aquatic life at existing power plant cooling water intake structures. The rules require baseline biological information and, perhaps, installation of fish protection technology near some intake structures at existing power plants. On January 25, 2007, the U.S. Court of Appeals for the Second Circuit overturned and remanded several provisions of the rule to the EPA for revisions. Among other things, the court rejected the EPA’s use of “cost-benefit” analysis and suggested some ways to incorporate cost considerations. The full impact of these regulations will depend on subsequent legal proceedings, further rulemaking by the EPA, the results of studies and analyses performed as part of the rules’ implementation, and the actual requirements established by State of Alabama regulatory agencies and, therefore, cannot be determined at this time.
Environmental Remediation
The Company must comply with other environmental laws and regulations that cover the handling and disposal of waste and release of hazardous substances. Under these various laws and regulations, the Company could incur substantial costs to clean up properties. The Company conducts studies to determine the extent of any required cleanup and has recognized in its financial statements the costs to clean up known sites. Amounts for cleanup and ongoing monitoring costs were not material for any year presented. The Company may be liable for some or all required cleanup costs for additional sites that may require environmental remediation.
Global Climate Issues
Federal legislative proposals that would impose mandatory requirements related to greenhouse gas emissions continue to be considered in Congress. The ultimate outcome of these proposals cannot be determined at this time; however, mandatory restrictions on the Company’s greenhouse gas emissions could result in significant additional compliance costs that could affect future unit retirement and replacement decisions and results of operations, cash flows, and financial condition if such costs are not recovered through regulated rates.
In April 2007, the U.S. Supreme Court ruled that the EPA has authority under the Clean Air Act to regulate greenhouse gas emissions from new motor vehicles. The EPA is currently developing its response to this decision. Regulatory decisions that could follow from this response may have implications for both new and existing stationary sources, such as power plants. The ultimate outcome of these rulemaking activities cannot be determined at this time; however, as with the current legislative proposals, mandatory restrictions on the Company’s greenhouse gas emissions could result in significant additional compliance costs that could affect future unit retirement and replacement decisions and results of operations, cash flows, and financial condition if such costs are not recovered through regulated rates.
In addition, some states are considering or have undertaken actions to regulate and reduce greenhouse gas emissions. For example, on July 13, 2007, the Governor of the State of Florida signed three executive orders addressing reduction of greenhouse gas emissions within the state, including statewide emission reduction targets beginning in 2017. Included in the orders is a directive to the Florida Secretary of Environmental Protection to develop rules adopting maximum allowable emissions levels of greenhouse gases for electric utilities, consistent with the statewide emission reduction targets, and a request to the Florida PSC to initiate rulemaking requiring utilities to produce at least 20% of their electricity from renewable sources. The impact of any similar state requirements on the Company will depend on the future development, adoption, and implementation of state laws or rules governing greenhouse gas emissions, and the ultimate outcome cannot be determined at this time.
International climate change negotiations under the United Nations Framework Convention on Climate Change also continue. Current efforts focus on a potential successor to the Kyoto Protocol for the post 2008 through 2012 timeframe. The outcome and impact of the international negotiations cannot be determined at this time.
The Company continues to evaluate its future energy and emission profiles and is participating in voluntary programs to reduce greenhouse gas emissions and to help develop and advance technology to reduce emissions.

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FERC Matters
Market-Based Rate Authority
The Company has authorization from the FERC to sell power to non-affiliates, including short-term opportunity sales, at market-based prices. Specific FERC approval must be obtained with respect to a market-based contract with an affiliate.
In December 2004, the FERC initiated a proceeding to assess Southern Company’s generation dominance within its retail service territory. The ability to charge market-based rates in other markets is not an issue in the proceeding. Any new market-based rate sales by the Company in Southern Company’s retail service territory entered into during a 15-month refund period that ended in May 2006 could be subject to refund to a cost-based rate level.
In late June and July 2007, hearings were held in this proceeding and the presiding administrative law judge issued an initial decision on November 9, 2007 regarding the methodology to be used in the generation dominance tests. The proceedings are ongoing. The ultimate outcome of this generation dominance proceeding cannot now be determined, but an adverse decision by the FERC in a final order could require the Company to charge cost-based rates for certain wholesale sales in the Southern Company retail service territory, which may be lower than negotiated market-based rates, and could also result in refunds of up to $3.9 million, plus interest. The Company believes that there is no meritorious basis for this proceeding and is vigorously defending itself in this matter.
On June 21, 2007, the FERC issued its final rule regarding market-based rate authority. The FERC generally retained its current market-based rate standards. The impact of this order and its effect on the generation dominance proceeding cannot now be determined.
Intercompany Interchange Contract
The Company’s generation fleet is operated under the IIC, as approved by the FERC. In May 2005, the FERC initiated a new proceeding to examine (1) the provisions of the IIC among the traditional operating companies (including the Company), Southern Power, and Southern Company Services, Inc., as agent, under the terms of which the power pool of Southern Company is operated, (2) whether any parties to the IIC have violated the FERC’s standards of conduct applicable to utility companies that are transmission providers, and (3) whether Southern Company’s code of conduct defining Southern Power as a “system company” rather than a “marketing affiliate” is just and reasonable. In connection with the formation of Southern Power, the FERC authorized Southern Power’s inclusion in the IIC in 2000. The FERC also previously approved Southern Company’s code of conduct.
In October 2006, the FERC issued an order accepting a settlement resolving the proceeding subject to Southern Company’s agreement to accept certain modifications to the settlement’s terms and Southern Company notified the FERC that it accepted the modifications. The modifications largely involve functional separation and information restrictions related to marketing activities conducted on behalf of Southern Power. Southern Company filed with the FERC in November 2006 a compliance plan in connection with the order. On April 19, 2007, the FERC approved, with certain modifications, the plan submitted by Southern Company. Implementation of the plan is not expected to have a material impact on the Company’s financial statements. On November 19, 2007, Southern Company notified the FERC that the plan had been implemented and the FERC division of audits subsequently began an audit pertaining to compliance implementation and related matters, which is ongoing.
Generation Interconnection Agreements
In November 2004, generator company subsidiaries of Tenaska, Inc. (Tenaska), as counterparties to two previously executed interconnection agreements with the Company, filed complaints at the FERC requesting that the FERC modify the agreements and that the Company refund a total of $11 million previously paid for interconnection facilities. No other similar complaints are pending with the FERC.
On January 19, 2007, the FERC issued an order granting Tenaska’s requested relief. Although the FERC’s order required the modification of Tenaska’s interconnection agreements, under the provisions of the order, the Company determined that no refund was payable to Tenaska. Southern Company requested rehearing asserting that the FERC retroactively applied a new principle to existing interconnection agreements. Tenaska requested rehearing of FERC’s methodology for determining the amount of refunds. The requested rehearings were denied and Southern Company and Tenaska have appealed the orders to the U.S. Circuit Court for the District of Columbia. The final outcome of this matter cannot now be determined.

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Hydro Relicensing
In July 2005, the Company filed two applications with the FERC for new 50-year licenses for the Company’s seven hydroelectric developments on the Coosa River (Weiss, Henry, Logan Martin, Lay, Mitchell, Jordan, and Bouldin) and for the Lewis Smith and Bankhead developments on the Warrior River. The FERC licenses for all of these nine projects expired in July and August of 2007. Since the FERC did not act on the Company’s new license applications prior to the expiration of the existing licenses, the FERC is required by law to issue annual licenses to the Company, under the terms and conditions of the existing license, until action is taken on the new license applications. The FERC issued an annual license for the Coosa developments on August 8, 2007 and issued an annual license for the Warrior developments on September 6, 2007. These annual licenses are required to be renewed each year by the FERC to allow the Company to continue operation of the projects under the terms of the previous license while the FERC completes review of the applications for new licenses.
In 2006, the Company initiated the process of developing an application to relicense the Martin hydroelectric project located on the Tallapoosa River. The current Martin license will expire in 2013 and the application for a new license is expected to be filed with the FERC in 2011.
Upon or after the expiration of each license, the U.S. Government, by act of Congress, may take over the project or the FERC may relicense the project either to the original licensee or to a new licensee. The FERC may grant relicenses subject to certain requirements that could result in additional costs to the Company.
The timing and final outcome of the Company’s relicense applications cannot now be determined.
PSC Matters
Retail Rate Adjustments
In October 2005, the Alabama PSC approved a revision to Rate RSE requested by the Company. Effective January 2007 and thereafter, Rate RSE adjustments are based on forward-looking information for the applicable upcoming calendar year. Rate adjustments for any two-year period, when averaged together, cannot exceed 4% per year and any annual adjustment is limited to 5%. Retail rates remain unchanged when the return on retail common equity is projected to be between 13.0% and 14.5%. If the Company’s actual retail return on common equity is above the allowed equity return range, customer refunds will be required; however, there is no provision for additional customer billings should the actual retail return on common equity fall below the allowed equity return range. On November 30, 2007, the Company made its submission of projected data for calendar year 2008. The Rate RSE increase for 2008 is 3.24%, or $147 million annually, and was effective in January 2008. Under terms of Rate RSE, the maximum increase for 2009 cannot exceed 4.76%. See Note 3 to the financial statements under “Retail Regulatory Matters — Rate RSE” for further information.
The Company’s retail rates, approved by the Alabama PSC, also provide for adjustments to recognize the placing of new generating facilities into retail service and the recovery of retail costs associated with certificated power purchase agreements (PPAs) under Rate CNP. In April 2005, an annual adjustment to Rate CNP, associated with PPAs, decreased retail rates by approximately 0.5%, or $19 million annually. The annual PPA true-up adjustment effective in April 2006 increased retail rates by 0.5%, or $19 million annually. There was no rate adjustment associated with the annual PPA true-up adjustment in April 2007 and there will be no adjustment to the current Rate CNP to recover certificated PPA costs in April 2008. See Note 3 to the financial statements under “Retail Regulatory Matters — Rate CNP” for additional information.
Rate CNP also allows for the recovery of the Company’s retail costs associated with environmental laws, regulations, or other such mandates. The rate mechanism, based on forward-looking information, began operation in January 2005 and provides for the recovery of these costs pursuant to a factor that is calculated annually. Environmental costs to be recovered include operations and maintenance expenses, depreciation, and a return on invested capital. Retail rates increased due to environmental costs approximately 1.0% in January 2005, 1.2% in January 2006, 0.6% in January 2007, and 2.4% in January 2008. It is currently anticipated that retail rates will increase approximately 0.6% in 2009 under this provision.

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MANAGEMENT’S DISCUSSION AND ANALYSIS (continued)
Alabama Power Company 2007 Annual Report
Retail Fuel Cost Recovery
The Company has established fuel cost recovery rates approved by the Alabama PSC. Rates are based on an estimate of future energy costs and the current over or under recovered balance. The Company, along with the Alabama PSC, will continue to monitor the under recovered fuel cost balance to determine whether an additional adjustment to billing rates is required.
In June 2007, the Alabama PSC ordered the Company to increase its Rate ECR factor to 3.100 cents per KWH effective with billings beginning July 2007 for the 30-month period ending December 2009. The previous rate of 2.400 cents per KWH had been in effect since January 2006. This increase was intended to permit recovery of energy costs based on an estimate of future energy cost, as well as the collection of the existing under recovered energy cost by the end of 2009. During the 30-month period, the Company will be allowed to include a carrying charge associated with the under recovered fuel costs in the fuel expense calculation. In the event the application of this increased Rate ECR factor results in an over recovered position during this period, the Company will pay interest on any such over recovered balance at the same rate used to derive the carrying cost.
The Company’s under recovered fuel costs as of December 31, 2007 totaled $279.8 million as compared to $301.0 million at December 31, 2006. As a result of the Alabama PSC order, the Company classified $81.7 million and $301.0 million of the under recovered regulatory clause revenues as deferred charges and other assets in the balance sheets as of December 31, 2007 and December 31, 2006, respectively. This classification is based on an estimate which includes such factors as weather, generation availability, energy demand, and the price of energy. A change in any of these factors could have a material impact on the timing of the recovery of the under recovered fuel costs. See Note 3 to the financial statements under “Retail Regulatory Matters — Fuel Cost Recovery” for additional information.
Rate ECR revenues, as recorded on the financial statements, are adjusted for the difference in actual recoverable costs and amounts billed in current regulated rates. Accordingly, this approved increase in the billing factor will have no significant effect on the Company’s revenues or net income, but will increase annual cash flow.
Natural Disaster Cost Recovery
The Company maintains a reserve for operations and maintenance expense to cover the cost of damages from major storms to its transmission and distribution facilities. In July 2005 and August 2005, Hurricanes Dennis and Katrina, respectively, hit the coast of Alabama and continued north through the state, causing significant damage in parts of the service territory of the Company. Approximately 241,000 and 637,000 of the Company’s 1.4 million customers were without electrical service immediately after Hurricanes Dennis and Katrina, respectively. The Company sustained significant damage to its distribution and transmission facilities during these storms.
In August 2005, the Company received approval from the Alabama PSC to defer the Hurricane Dennis storm-related operations and maintenance costs (approximately $28 million), which resulted in a negative balance in the natural disaster reserve (NDR). In October 2005, the Company also received similar approval from the Alabama PSC to defer the Hurricane Katrina storm-related operations and maintenance costs (approximately $30 million). See Note 1 and Note 3 to the financial statements under “Natural Disaster Reserve” and “Natural Disaster Cost Recovery,” respectively, for additional information on these reserves.
In December 2005, the Alabama PSC approved a request by the Company to replenish the depleted NDR and allow for recovery of future natural disaster costs. The Alabama PSC order gives the Company authority to record a deficit balance in the NDR when costs of uninsured storm damage exceed any established reserve balance. The order also approved a separate monthly NDR charge consisting of two components beginning in January 2006. The first component is intended to establish and maintain a target reserve balance of $75 million for future storms and is an on-going part of customer billing. Assuming no additional storms, the Company currently expects that the target reserve balance could be achieved within four years. The second component of the NDR charge is intended to allow recovery of any existing deferred hurricane related operations and maintenance costs and any future reserve deficits over a 24-month period. Absent further Alabama PSC approval, the maximum total NDR charge consisting of both components is $10 per month per non-residential customer account and $5 per month per residential customer account.
At December 31, 2007, the Company had accumulated a balance of $26.1 million in the target reserve for future storms, which is included in the balance sheets under “Other Regulatory Liabilities.” In June 2007, the Company fully recovered its prior storm cost of $51.3 million resulting from Hurricanes Dennis and Katrina. As a result, customer rates decreased by this portion of the NDR charge effective in July 2007.

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MANAGEMENT’S DISCUSSION AND ANALYSIS (continued)
Alabama Power Company 2007 Annual Report
As revenue from the NDR charge is recognized, an equal amount of operations and maintenance expenses related to the NDR will also be recognized. As a result, this increase in revenue and expense will not have an impact on net income but will increase annual cash flow.
Income Tax Matters
Bonus Depreciation
On February 13, 2008, President Bush signed the Economic Stimulus Act of 2008 (Stimulus Act) into law. The Stimulus Act includes a provision that allows 50% bonus depreciation for certain property acquired in 2008 and placed in service in 2008 or, in certain limited cases, 2009. The Company is currently assessing the financial implications of the Stimulus Act; however, the ultimate impact cannot be determined at this time.
Internal Revenue Code Section 199 Domestic Production Deduction
The American Jobs Creation Act of 2004 created a tax deduction for a portion of income attributable to U.S. production activities as defined in the Internal Revenue Code Section 199 (production activities deduction). The deduction is equal to a stated percentage of qualified production activities net income. The percentage is phased in over the years 2005 through 2010 with a 3% rate applicable to the years 2005 and 2006, a 6% rate applicable for years 2007 through 2009, and a 9% rate applicable for all years after 2009. See Note 5 to the financial statements under “Effective Tax Rate” for additional information.
Other Matters
In accordance with Financial Accounting Standards Board (FASB) Statement No. 87, Employers’ Accounting for Pensions, the Company recorded non-cash pre-tax pension income of approximately $17 million, $13 million, and $21 million in 2007, 2006, and 2005, respectively. Postretirement benefit costs for the Company were $27 million, $28 million, and $28 million in 2007, 2006, and 2005, respectively. Postretirement benefit costs are expected to trend upward. Such amounts are dependent on several factors including trust earnings and changes to the plans. A portion of pension and postretirement benefit costs is capitalized based on construction-related labor charges. Pension and postretirement benefit costs are a component of the regulated rates and generally do not have a long-term effect on net income. For more information regarding pension and postretirement benefits, see Note 2 to the financial statements.
The Company is involved in various other matters being litigated and regulatory matters that could affect future earnings. In addition, the Company is subject to certain claims and legal actions arising in the ordinary course of business. In addition, the Company’s business activities are subject to extensive governmental regulation related to public health and the environment. Litigation over environmental issues and claims of various types, including property damage, personal injury, common law nuisance, and citizen enforcement of environmental requirements such as opacity and air and water quality standards, has increased generally throughout the United States. In particular, personal injury claims for damages caused by alleged exposure to hazardous materials have become more frequent. The ultimate outcome of such pending or potential litigation against the Company cannot be predicted at this time; however, for current proceedings not specifically reported herein, management does not anticipate that the liabilities, if any, arising from such current proceedings would have a material adverse effect on the Company’s financial statements. See Note 3 to the financial statements for information regarding material issues.
ACCOUNTING POLICIES
Application of Critical Accounting Policies and Estimates
The Company prepares its financial statements in accordance with accounting principles generally accepted in the United States. Significant accounting policies are described in Note 1 to the financial statements. In the application of these policies, certain estimates are made that may have a material impact on the Company’s results of operations and related disclosures. Different assumptions and measurements could produce estimates that are significantly different from those recorded in the financial statements. Senior management has reviewed and discussed critical accounting policies and estimates described below with the Audit Committee of Southern Company’s Board of Directors.

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MANAGEMENT’S DISCUSSION AND ANALYSIS (continued)
Alabama Power Company 2007 Annual Report
Electric Utility Regulation
The Company is subject to retail regulation by the Alabama PSC and wholesale regulation by the FERC. These regulatory agencies set the rates the Company is permitted to charge customers based on allowable costs. As a result, the Company applies FASB Statement No. 71, “Accounting for the Effects of Certain Types of Regulation” (SFAS No. 71), which requires the financial statements to reflect the effects of rate regulation. Through the ratemaking process, the regulators may require the inclusion of costs or revenues in periods different than when they would be recognized by a non-regulated company. This treatment may result in the deferral of expenses and the recording of related regulatory assets based on anticipated future recovery through rates or the deferral of gains or creation of liabilities and the recording of related regulatory liabilities. The application of SFAS No. 71 has a further effect on the Company’s financial statements as a result of the estimates of allowable costs used in the ratemaking process. These estimates may differ from those actually incurred by the Company; therefore, the accounting estimates inherent in specific costs such as depreciation, nuclear decommissioning, and pension and postretirement benefits have less of a direct impact on the Company’s financial statements than they would on a non-regulated company.
As reflected in Note 1 to the financial statements under “Regulatory Assets and Liabilities,” significant regulatory assets and liabilities have been recorded. Management reviews the ultimate recoverability of these regulatory assets and liabilities based on applicable regulatory guidelines and accounting principles generally accepted in the United States. However, adverse legislative, judicial, or regulatory actions could materially impact the amounts of such regulatory assets and liabilities and could adversely impact the Company’s results of operations.
Contingent Obligations
The Company is subject to a number of federal and state laws and regulations, as well as other factors and conditions that potentially subject it to environmental, litigation, income tax, and other risks. See FUTURE EARNINGS POTENTIAL herein and Note 3 to the financial statements for more information regarding certain of these contingencies. The Company periodically evaluates its exposure to such risks and records reserves for those matters where a loss is considered probable and reasonably estimable in accordance with generally accepted accounting principles. The adequacy of reserves can be significantly affected by external events or conditions that can be unpredictable; thus, the ultimate outcome of such matters could materially affect the Company’s financial statements. These events or conditions include the following:
    Changes in existing state or federal regulation by governmental authorities having jurisdiction over air quality, water quality, control of toxic substances, hazardous and solid wastes, and other environmental matters.
 
    Changes in existing income tax regulations or changes in Internal Revenue Service (IRS) or Alabama Department of Revenue interpretations of existing regulations.
 
    Identification of additional sites that require environmental remediation or the filing of other complaints in which the Company may be asserted to be a potentially responsible party.
 
    Identification and evaluation of other potential lawsuits or complaints in which the Company may be named as a defendant.
 
    Resolution or progression of existing matters through the legislative process, the court systems, the IRS, the FERC, or the EPA.
Unbilled Revenues
Revenues related to the sale of electricity are recorded when electricity is delivered to customers. However, the determination of KWH sales to individual customers is based on the reading of their meters, which is performed on a systematic basis throughout the month. At the end of each month, amounts of electricity delivered to customers, but not yet metered and billed, are estimated. Components of the unbilled revenue estimates include total KWH territorial supply, total KWH billed, estimated total electricity lost in delivery, and customer usage. These components can fluctuate as a result of a number of factors including weather, generation patterns, and power delivery volume and other operational constraints. These factors can be unpredictable and can vary from historical trends. As a result, the overall estimate of unbilled revenues could be significantly affected, which could have a material impact on the Company’s results of operations.

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MANAGEMENT’S DISCUSSION AND ANALYSIS (continued)
Alabama Power Company 2007 Annual Report
New Accounting Standards
Income Taxes
On January 1, 2007, the Company adopted FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes” (FIN 48), which requires companies to determine whether it is “more likely than not” that a tax position will be sustained upon examination by the appropriate taxing authorities before any part of the benefit can be recorded in the financial statements. It also provides guidance on the recognition, measurement, and classification of income tax uncertainties, along with any related interest and penalties. The provisions of FIN 48 were applied to all tax positions beginning January 1, 2007. The adoption of FIN 48 did not have a material impact on the Company’s financial statements.
Pensions and Other Postretirement Plans
On December 31, 2006, the Company adopted FASB Statement No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans” (SFAS No. 158), which requires recognition of the funded status of its defined benefit postretirement plans in the balance sheets. Additionally, SFAS No. 158 will require the Company to change the measurement date for its defined benefit postretirement plan assets and obligations from September 30 to December 31 beginning with the year ending December 31, 2008. See Note 2 to the financial statements for additional information.
Fair Value Measurement
The FASB issued FASB Statement No. 157, “Fair Value Measurements” (SFAS No. 157) in September 2006. SFAS No. 157 provides guidance on how to measure fair value where it is permitted or required under other accounting pronouncements. SFAS No. 157 also requires additional disclosures about fair value measurements. The Company adopted SFAS No. 157 in its entirety on January 1, 2008, with no material effect on its financial condition or results of operations.
Fair Value Option
In February 2007, the FASB issued FASB Statement No. 159, “Fair Value Option for Financial Assets and Financial Liabilities — Including an Amendment of FASB Statement No. 115” (SFAS No. 159). This standard permits an entity to choose to measure many financial instruments and certain other items at fair value. The Company adopted SFAS No. 159 on January 1, 2008, with no material effect on its financial condition or results of operations.
FINANCIAL CONDITION AND LIQUIDITY
Overview
The Company’s financial condition remained stable at December 31, 2007. Net cash flow from operating activities totaled $1,150 million, $956 million, and $908 million for 2007, 2006, and 2005, respectively. The $194 million increase for 2007 in net cash flow from operating activities is primarily due to an increase in price resulting in an increase to net income, an increase in deferred income tax expense, and lower cash outflows for accounts payable due to timing of payments at December 31, 2007. The $48 million increase for 2006 in operating activities primarily related to higher recovery rates for fuel and purchased power partially offset by the timing of payments for operations expenses. Fuel costs are recoverable in future periods. Under recovered fuel cost is included in the balance sheets as under recovered regulatory clause revenue and deferred under recovered regulatory clause revenues. Net cash used for investing activities totaled $1.3 billion primarily due to gross property additions to utility plant of $1.2 billion. Net cash provided from financing activities totaled $162 million, compared to $14 million in 2006. The $148 million increase is primarily due to cash inflows from proceeds of common stock and pollution control bonds, offset by redemptions of long-term debt. See FUTURE EARNINGS POTENTIAL — “Retail Fuel Cost Recovery” and “Natural Disaster Cost Recovery” for additional information.
Significant balance sheet changes for 2007 include an increase of $671 million in gross plant and an increase of $602 million in long-term debt. In 2006, significant balance sheet changes included an increase of $697 million in gross plant and an increase of $279 million in long-term debt, primarily due to an increase in environmental-related equipment.
The Company’s ratio of common equity to total capitalization, including short-term debt, was 42.5% in 2007, 42.1% in 2006, and 42.2% in 2005. See Note 6 to the financial statements for additional information.

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MANAGEMENT’S DISCUSSION AND ANALYSIS (continued)
Alabama Power Company 2007 Annual Report
The Company has maintained investment grade ratings from the major rating agencies with respect to debt, preferred securities, preferred stock, and preference stock.
Sources of Capital
The Company plans to obtain the funds required for construction and other purposes from sources similar to those used in the past, which were primarily from operating cash flows, unsecured debt, common stock, preferred stock, and preference stock. However, the type and timing of any financings will depend on market conditions, regulatory approval, and other factors.
Security issuances are subject to regulatory approval by the Alabama PSC. Additionally, with respect to the public offering of securities, the Company files registration statements with the Securities and Exchange Commission (SEC) under the Securities Act of 1933, as amended. The amounts of securities authorized by the Alabama PSC are continuously monitored and appropriate filings are made to ensure flexibility in the capital markets.
The Company obtains financing separately without credit support from any affiliate. See Note 6 to the financial statements under “Bank Credit Arrangements” for additional information. The Southern Company system does not maintain a centralized cash or money pool. Therefore, funds of the Company are not commingled with funds of any other company.
The Company’s current liabilities sometimes exceed current assets because of the Company’s debt due within one year and the periodic use of short-term debt as a funding source primarily to meet scheduled maturities of long-term debt as well as cash needs which can fluctuate significantly due to the seasonality of the business.
To meet short-term cash needs and contingencies, the Company has various internal and external sources of liquidity. At the beginning of 2008, the Company had approximately $74 million of cash and cash equivalents and $1.2 billion of unused credit arrangements with banks, as described below. In addition, the Company has substantial cash flow from operating activities and access to the capital markets, including a commercial paper program, to meet liquidity needs.
The Company maintains committed lines of credit in the amount of $1.2 billion, of which $435 million will expire at various times during 2008. $355 million of the credit facilities expiring in 2008 allow for the execution of term loans for an additional one-year period. $800 million of credit facilities expire in 2012. See Note 6 to the financial statements under “Bank Credit Arrangements” for additional information.
The Company may also meet short-term cash needs through a Southern Company subsidiary organized to issue and sell commercial paper and extendible commercial notes at the request and for the benefit of the Company and the other traditional operating companies. Proceeds from such issuances for the benefit of the Company are loaned directly to the Company and are not commingled with proceeds from such issuances for the benefit of any other traditional operating company. The obligations of each company under these arrangements are several and there is no cross affiliate credit support.
As of December 31, 2007, the Company had no commercial paper or extendible commercial notes outstanding. As of December 31, 2006, the Company had $120 million of commercial paper outstanding and no extendible commercial notes outstanding.
Financing Activities
During 2007, the Company issued $850 million of senior notes and $200 million of preference stock and incurred obligations related to the issuance of $265.5 million of tax-exempt bonds. In addition, the Company issued a total of 5.725 million shares of its common stock at $40.00 per share and realized proceeds of $229 million. The proceeds of these issuances were used to repay short-term indebtedness, and for other general corporate purposes.
Also during 2007, the Company paid at maturity $668.5 million of senior notes and redeemed $100 million of junior subordinated notes.
Subsequent to December 31, 2007, the Company issued $300 million of long-term senior notes. The proceeds were used to repay short-term indebtedness and for other general corporate purposes. Additionally, the Company redeemed 1,250 shares of its Flexible Money Market Class A Preferred Stock (Series 2003A), Stated Capital $100,000 Per Share ($125 million aggregate value).

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MANAGEMENT’S DISCUSSION AND ANALYSIS (continued)
Alabama Power Company 2007 Annual Report
Credit Rating Risk
The Company does not have any credit arrangements that would require material changes in payment schedules or terminations as a result of a credit rating downgrade. There are certain contracts that could require collateral, but not accelerated payment, in the event of a credit rating change to below BBB- or Baa3. Generally, collateral may be provided by a Southern Company guaranty, letter of credit, or cash. These contracts are primarily for coal purchases. At December 31, 2007, the maximum potential collateral requirements at a rating below BBB- or Baa3 were approximately $8 million.
The Company is also party to certain agreements that could require collateral and/or accelerated payment in the event of a credit rating change to below investment grade for the Company and/or Georgia Power. These agreements are primarily for natural gas and power price risk management activities. At December 31, 2007, the Company’s exposure related to these agreements was approximately $15 million.
Market Price Risk
Due to cost-based rate regulations, the Company has limited exposure to market volatility in interest rates, commodity fuel prices, and prices of electricity. To manage the volatility attributable to these exposures, the Company nets the exposures to take advantage of natural offsets and enters into various derivative transactions for the remaining exposures pursuant to the Company’s policies in areas such as counterparty exposure and risk management practices. Company policy is that derivatives are to be used primarily for hedging purposes and mandates strict adherence to all applicable risk management policies. Derivative positions are monitored using techniques including, but not limited to, market valuation, value at risk, stress testing, and sensitivity analysis.
To mitigate future exposure to changes in interest rates, the Company enters into forward starting interest rate swaps and other derivatives that have been designated as hedges. The weighted average interest rate on $1.1 billion of long-term variable interest rate exposure that has not been hedged at January 1, 2008 was 4.19%. If the Company sustained a 100 basis point change in interest rates for all unhedged variable rate long-term debt, the change would affect annualized interest expense by approximately $11 million at January 1, 2008. Subsequent to December 31, 2007, the Company entered into additional interest rate swaps hedging approximately $330 million of floating rate pollution control bonds which together with the current interest rate swaps of $246 million began decreasing the Company’s variable rate exposure by $576 million. As a result, the effect of a 100 basis point change in interest rates for all currently unhedged variable rate long-term debt decreased to approximately $5.7 million. For further information, see Notes 1 and 6 to the financial statements under “Financial Instruments.”
Of the Company’s remaining $497 million of variable interest rate exposure, $247 million relates to tax-exempt auction rate pollution control bonds. Recent weakness in the auction markets has resulted in higher interest rates. The Company has sent notice of conversion of all $247 million of these auction rate securities to a fixed rate interest rate determination method and plans to remarket the auction rate securities in a timely manner. None of the securities are insured or backed by letters of credit that would require approval of a guarantor or security provider. It is not expected that the higher rates as a result of the weakness in the auction markets will be material.
To mitigate residual risks relative to movements in electricity prices, the Company enters into fixed-price contracts for the purchase and sale of electricity through the wholesale electricity market and, to a lesser extent, into financial hedge contracts for natural gas purchases. The Company has implemented fuel hedging programs at the instruction of the Alabama PSC.
In addition, the Company’s Rate ECR allows the recovery of specific costs associated with the sales of natural gas that become necessary due to operating considerations at the Company’s electric generating facilities. Rate ECR also allows recovery of the cost of financial instruments used for hedging market price risk up to 75% of the budgeted annual amount of natural gas purchases. The Company may not engage in natural gas hedging activities that extend beyond a rolling 42-month window. Also, the premiums paid for natural gas financial options may not exceed 5% of the Company’s natural gas budget for that year.
At December 31, 2007, exposure from these activities was not material to the Company’s financial position, results of operations, or cash flows. The changes in fair value of energy-related derivative contracts and year-end valuations were as follows at December 31:

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MANAGEMENT’S DISCUSSION AND ANALYSIS (continued)
Alabama Power Company 2007 Annual Report
                 
    Changes in Fair Value
    2007   2006
    (in millions)
Contracts beginning of year
  $ (32.6 )   $ 29.0  
Contracts realized or settled
    31.5       45.0  
New contracts at inception
           
Changes in valuation techniques
           
Current period changes(a)
    0.7       (106.6 )
 
Contracts end of year
  $ (0.4 )   $ (32.6 )
 
(a)   Current period changes also include the changes in fair value of new contracts entered into during the period, if any.
                         
            Source of 2007 Year-End
            Valuation Prices
    Total   Maturity
    Fair Value   Year 1   1-3 Years
 
    (in millions)
Actively quoted
  $ (0.9 )   $ (3.9 )   $ 3.0  
External sources
    0.5       0.5       -  
Models and other methods
                -  
 
Contracts end of year
  $ (0.4 )   $ (3.4 )   $ 3.0  
 
Unrealized gains and losses from mark-to-market adjustments on derivative contracts related to the Company’s 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 Company’s Rate ECR. Gains and losses on derivative contracts that are not designated as hedges are recognized in the statements of income as incurred. At December 31, 2007, the fair value gains/(losses) of energy-related derivative contracts were reflected in the financial statements as follows:
         
    Amounts
 
    (in millions)
Regulatory assets, net
  $ (0.7 )
Accumulated other comprehensive income
    0.5  
Net income
    (0.2 )
 
Total fair value
  $ (0.4 )
 
Unrealized pre-tax gains and losses from energy-related derivative contracts recognized in income were not material for any year presented.
The Company is exposed to market price risk in the event of nonperformance by counterparties to the energy-related derivative contracts. The Company’s policy is to enter into agreements with counterparties that have investment grade credit ratings by Moody’s and Standard & Poor’s or with counterparties who have posted collateral to cover potential credit exposure. Therefore, the Company does not anticipate market risk exposure from nonperformance by the counterparties. For additional information, see Notes 1 and 6 to the financial statements under “Financial Instruments.”
Capital Requirements and Contractual Obligations
The construction program of the Company is currently estimated to be $1.6 billion for 2008, $1.6 billion for 2009, and $1.0 billion for 2010. Environmental expenditures included in these estimated amounts are $646 million, $617 million, and $126 million for 2008, 2009, and 2010, respectively. In addition, over the next three years, the Company estimates spending $595 million on Plant Farley (including $432 million for nuclear fuel), $1,110 million on distribution facilities, and $407 million on transmission additions. See Note 7 to the financial statements under “Construction Program” for additional details.
Actual construction costs may vary from these estimates because of changes in such factors as: business conditions; environmental statutes and regulations; nuclear plant regulations; FERC rules and regulations; load projections; the cost and efficiency of construction labor, equipment, and materials; and the cost of capital. In addition, there can be no assurance that costs related to capital expenditures will be fully recovered. As a result of NRC requirements, the Company has external trust funds for nuclear decommissioning costs; however, the Company currently has no additional funding requirements. For additional information, see Note 1 to the financial statements under “Nuclear Decommissioning.”

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MANAGEMENT’S DISCUSSION AND ANALYSIS (continued)
Alabama Power Company 2007 Annual Report
In addition to the funds required for the Company’s construction program, approximately $760 million will be required by the end of 2010 for maturities of long-term debt. The Company plans to continue, when economically feasible, to retire higher cost securities and replace these obligations with lower-cost capital if market conditions permit.
The Company has also established an external trust fund for postretirement benefits as ordered by the Alabama PSC. The cumulative effect of funding these items over a long period will diminish internally funded capital for other purposes and may require the Company to seek capital from other sources. For additional information, see Note 2 to the financial statements under “Postretirement Benefits.”
Other funding requirements related to obligations associated with scheduled maturities of long-term debt and preferred securities, as well as the related interest, derivative obligations, preferred and preference stock dividends, leases, and other purchase commitments, are as follows. See Notes 1, 6, and 7 to the financial statements for additional information.
Contractual Obligations
                                         
            2009-   2011-   After    
    2008   2010   2012   2012   Total
 
    (in millions)
Long-term debt (a)
                                       
Principal
  $ 410     $ 350     $ 400     $ 4,004     $ 5,164  
Interest
    266       487       454       4,100       5,307  
Preferred stock (b)
    125                         125  
Preferred and preference stock dividends (c)
    46       91       91             228  
Other derivative obligations (d)
                                       
Commodity
    6                         6  
Operating leases
    26       37       16       18       97  
Purchase commitments (e)
                                       
Capital (f)
    1,511       2,532                   4,043  
Limestone (g)
    2       14       28       83       127  
Coal
    1,180       1,678       1,159       1,642       5,659  
Nuclear fuel
    60       92       93       42       287  
Natural gas (h)
    524       497       33       126       1,180  
Purchased power
    89       126       2             217  
Long-term service agreements (i)
    17       36       33       50       136  
Postretirement benefits trust (j)
    23       38                   61  
 
Total
  $ 4,285     $ 5,978     $ 2,309     $ 10,065     $ 22,637  
 
(a)   All amounts are reflected based on final maturity dates. The Company plans to continue to retire higher-cost securities and replace these obligations with lower-cost capital if market conditions permit. Variable rate interest obligations are estimated based on rates as of January 1, 2008, as reflected in the statements of capitalization. Fixed rates include, where applicable, the effects of interest rate derivatives employed to manage interest rate risk.
 
(b)   On October 26, 2007, the Company announced the redemption on January 1, 2008 of 1,250 shares of Flexible Money Market Class A Preferred Stock (Series 2003A), Cumulative, Par Value $1 Per Share (Stated Capital $100,000 Per Share).
 
(c)   Preferred and preference stock do not mature; therefore, amounts are provided for the next five years only.
 
(d)   For additional information, see Notes 1 and 6 to the financial statements.
 
(e)   The Company generally does not enter into non-cancelable commitments for other operations and maintenance expenditures. Total other operations and maintenance expenses for 2007, 2006, and 2005 were $1.19 billion, $1.10 billion, and $1.04 billion, respectively.
 
(f)   The Company forecasts capital expenditures over a three-year period. Amounts represent current estimates of total expenditures excluding those amounts related to contractual purchase commitments for uranium and nuclear fuel conversion, enrichment, and fabrication services. At December 31, 2007, significant purchase commitments were outstanding in connection with the construction program.
 
(g)   As part of the Company’s program to reduce sulfur dioxide emissions from certain of its coal plants, the Company is constructing certain equipment and has entered into various long-term commitments for the procurement of limestone to be used in such equipment.
 
(h)   Natural gas purchase commitments are based on various indices at the time of delivery. Amounts reflected have been estimated based on the New York Mercantile Exchange future prices at December 31, 2007.
 
(i)   Long-term service agreements include price escalation based on inflation indices.
 
(j)   The Company forecasts postretirement trust contributions over a three-year period. No contributions related to the Company’s pension trust are currently expected during this period. See Note 2 to the financial statements for additional information related to the pension and postretirement plans, including estimated benefit payments. Certain benefit payments will be made through the related trusts. Other benefit payments will be made from the Company’s corporate assets.

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MANAGEMENT’S DISCUSSION AND ANALYSIS (continued)
Alabama Power Company 2007 Annual Report
Cautionary Statement Regarding Forward-Looking Statements
The Company’s 2007 Annual Report contains forward-looking statements. Forward-looking statements include, among other things, statements concerning retail sales growth and retail rates, storm damage cost recovery and repairs, fuel cost recovery, environmental regulations and expenditures, access to sources of capital, projections for postretirement benefit trust contributions, financing activities, completion of construction projects, filings with state and federal regulatory authorities, impacts of adoption of new accounting rules, and estimated construction and other expenditures. In some cases, forward-looking statements can be identified by terminology such as “may,” “will,” “could,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “projects,” “predicts,” “potential,” or “continue” or the negative of these terms or other similar terminology. There are various factors that could cause actual results to differ materially from those suggested by the forward-looking statements; accordingly, there can be no assurance that such indicated results will be realized. These factors include:
    the impact of recent and future federal and state regulatory change, including legislative and regulatory initiatives regarding deregulation and restructuring of the electric utility industry, implementation of the Energy Policy Act of 2005, environmental laws including regulation of water quality and emissions of sulfur, nitrogen, mercury, carbon, soot, or particulate matter and other substances, and also changes in tax and other laws and regulations to which the Company is subject, as well as changes in application of existing laws and regulations;
 
    current and future litigation, regulatory investigations, proceedings, or inquiries, including FERC matters and the pending EPA civil action against the Company;
 
    the effects, extent, and timing of the entry of additional competition in the markets in which the Company operates;
 
    variations in demand for electricity, including those relating to weather, the general economy, population and business growth (and declines), and the effects of energy conservation measures;
 
    available sources and costs of fuel;
 
    effects of inflation;
 
    ability to control costs;
 
    investment performance of the Company’s employee benefit plans;
 
    advances in technology;
 
    state and federal rate regulations and the impact of pending and future rate cases and negotiations, including rate actions relating to fuel and storm restoration cost recovery;
 
    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 the Company;
 
    the ability of counterparties of the Company to make payments as and when due;
 
    the ability to obtain new short- and long-term contracts with neighboring utilities;
 
    the direct or indirect effect on the Company’s business resulting from terrorist incidents and the threat of terrorist incidents;
 
    interest rate fluctuations and financial market conditions and the results of financing efforts, including the Company’s credit ratings;
 
    the ability of the Company to obtain additional generating capacity at competitive prices;
 
    catastrophic events such as fires, earthquakes, explosions, floods, hurricanes, droughts, pandemic health events such as an avian influenza, or other similar occurrences;
 
    the direct or indirect effects on the Company’s business resulting from incidents similar to the August 2003 power outage in the Northeast;
 
    the effect of accounting pronouncements issued periodically by standard-setting bodies; and
 
    other factors discussed elsewhere herein and in other reports (including the Form 10-K) filed by the Company from time to time with the SEC.
The Company expressly disclaims any obligation to update any forward-looking statements.

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STATEMENTS OF INCOME
For the Years Ended December 31, 2007, 2006, and 2005
Alabama Power Company 2007 Annual Report
                         
 
    2007     2006     2005  
 
    (in thousands)  
 
                       
Operating Revenues:
                       
Retail revenues
  $ 4,406,956     $ 3,995,731     $ 3,621,421  
Wholesale revenues —
                       
Non-affiliates
    627,047       634,552       551,408  
Affiliates
    144,089       216,028       288,956  
Other revenues
    181,901       168,417       186,039  
 
Total operating revenues
    5,359,993       5,014,728       4,647,824  
 
Operating Expenses:
                       
Fuel
    1,762,418       1,672,831       1,457,301  
Purchased power —
                       
Non-affiliates
    96,928       124,022       188,733  
Affiliates
    341,461       302,045       268,751  
Other operations
    764,155       720,296       682,308  
Maintenance
    422,080       376,682       361,832  
Depreciation and amortization
    471,536       451,018       426,506  
Taxes other than income taxes
    286,579       258,135       248,854  
 
Total operating expenses
    4,145,157       3,905,029       3,634,285  
 
Operating Income
    1,214,836       1,109,699       1,013,539  
Other Income and (Expense):
                       
Allowance for equity funds used during construction
    35,425       18,253       20,281  
Interest income
    19,545       20,897       17,144  
Interest expense, net of amounts capitalized
    (273,737 )     (252,282 )     (213,604 )
Other income (expense), net
    (29,144 )     (23,758 )     (20,461 )
 
Total other income and (expense)
    (247,911 )     (236,890 )     (196,640 )
 
Earnings Before Income Taxes
    966,925       872,809       816,899  
Income taxes
    351,198       330,345       284,715  
 
Net Income
    615,727       542,464       532,184  
Dividends on Preferred and Preference Stock
    36,145       24,734       24,289  
 
Net Income After Dividends on Preferred and Preference Stock
  $ 579,582     $ 517,730     $ 507,895  
 
The accompanying notes are an integral part of these financial statements.

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STATEMENTS OF CASH FLOWS
For the Years Ended December 31, 2007, 2006, and 2005
Alabama Power Company 2007 Annual Report
                         
 
    2007     2006     2005  
 
    (in thousands)  
 
                       
Operating Activities:
                       
Net income
  $ 615,727     $ 542,464     $ 532,184  
Adjustments to reconcile net income to net cash provided from operating activities —
                       
Depreciation and amortization
    548,959       524,313       498,914  
Deferred income taxes and investment tax credits, net
    21,269       (27,562 )     106,765  
Deferred revenues
          (1,274 )     (12,502 )
Allowance for equity funds used during construction
    (35,425 )     (18,253 )     (20,281 )
Pension, postretirement, and other employee benefits
    (18,781 )     (15,196 )     (22,117 )
Stock option expense
    4,900       4,848        
Tax benefit of stock options
    1,118       610       17,400  
Hedge settlements
    (5,530 )     18,006       (21,445 )
Storm damage accounting order
                48,000  
Other, net
    (8,120 )     12,832       (15,491 )
Changes in certain current assets and liabilities —
                       
Receivables
    (5,797 )     (33,260 )     (255,481 )
Fossil fuel stock
    (33,840 )     (28,179 )     (44,632 )
Materials and supplies
    (32,543 )     (25,711 )     (16,935 )
Other current assets
    22,354       38,645       1,199  
Accounts payable
    78,508       (49,725 )     80,951  
Accrued taxes
    (17,248 )     1,124       (5,381 )
Accrued compensation
    4,194       (6,157 )     3,273  
Other current liabilities
    10,098       18,486       33,675  
 
Net cash provided from operating activities
    1,149,843       956,011       908,096  
 
Investing Activities:
                       
Property additions
    (1,157,186 )     (933,306 )     (860,807 )
Investment in restricted cash from pollution control bonds
    (97,775 )            
Distribution of restricted cash from pollution control bonds
    78,043              
Nuclear decommissioning trust fund purchases
    (334,275 )     (286,551 )     (224,716 )
Nuclear decommissioning trust fund sales
    333,409       285,685       223,850  
Cost of removal net of salvage
    (48,932 )     (40,834 )     (61,314 )
Other
    (26,621 )     (1,777 )     (9,738 )
 
Net cash used for investing activities
    (1,253,337 )     (976,783 )     (932,725 )
 
Financing Activities:
                       
Increase (decrease) in notes payable, net
    (119,670 )     (195,609 )     315,278  
Proceeds —
                       
Senior notes
    850,000       950,000       250,000  
Preferred and preference stock
    200,000       150,000        
Common stock issued to parent
    229,000       120,000       40,000  
Capital contributions
    27,867       27,160       22,473  
Gross excess tax benefit of stock options
    2,556       1,291        
Pollution control bonds
    265,500             21,450  
Redemptions —
                       
Senior notes
    (668,500 )     (546,500 )     (225,000 )
Pollution control bonds
          (2,950 )     (21,450 )
Capital leases
                (5 )
Other long-term debt
    (103,093 )            
Payment of preferred and preference stock dividends
    (31,380 )     (24,318 )     (22,759 )
Payment of common stock dividends
    (465,000 )     (440,600 )     (409,900 )
Other
    (25,709 )     (24,635 )     (2,697 )
 
Net cash provided from (used for) financing activities
    161,571       13,839       (32,610 )
 
Net Change in Cash and Cash Equivalents
    58,077       (6,933 )     (57,239 )
Cash and Cash Equivalents at Beginning of Year
    15,539       22,472       79,711  
 
Cash and Cash Equivalents at End of Year
  $ 73,616     $ 15,539     $ 22,472  
 
Supplemental Cash Flow Information:
                       
Cash paid during the period for —
                       
Interest (net of $17,961, $7,930, and $8,161 capitalized, respectively)
  $ 248,289     $ 245,387     $ 179,658  
Income taxes (net of refunds)
    340,951       345,803       159,600  
 
The accompanying notes are an integral part of these financial statements.

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BALANCE SHEETS
At December 31, 2007 and 2006
Alabama Power Company 2007 Annual Report
                 
 
Assets
  2007     2006  
 
    (in thousands)  
 
               
Current Assets:
               
Cash and cash equivalents
  $ 73,616     $ 15,539  
Restricted cash
    19,732        
Receivables —
               
Customer accounts receivable
    357,355       323,202  
Unbilled revenues
    95,278       90,596  
Under recovered regulatory clause revenues
    232,226       32,451  
Other accounts and notes receivable
    42,745       49,708  
Affiliated companies
    61,250       70,836  
Accumulated provision for uncollectible accounts
    (7,988 )     (7,091 )
Fossil fuel stock, at average cost
    182,963       153,120  
Materials and supplies, at average cost
    287,994       255,664  
Vacation pay
    50,266       46,465  
Prepaid expenses
    72,952       76,265  
Other
    19,610       66,663  
 
Total current assets
    1,487,999       1,173,418  
 
Property, Plant, and Equipment:
               
In service
    16,669,142       15,997,793  
Less accumulated provision for depreciation
    5,950,373       5,636,475  
 
 
    10,718,769       10,361,318  
Nuclear fuel, at amortized cost
    137,146       137,300  
Construction work in progress
    928,182       562,119  
 
Total property, plant, and equipment
    11,784,097       11,060,737  
 
Other Property and Investments:
               
Equity investments in unconsolidated subsidiaries
    48,664       47,486  
Nuclear decommissioning trusts, at fair value
    542,846       513,521  
Other
    31,146       35,980  
 
Total other property and investments
    622,656       596,987  
 
Deferred Charges and Other Assets:
               
Deferred charges related to income taxes
    347,193       354,225  
Prepaid pension costs
    989,085       722,287  
Deferred under recovered regulatory clause revenues
    81,650       301,048  
Other regulatory assets
    224,792       279,661  
Other
    209,153       166,927  
 
Total deferred charges and other assets
    1,851,873       1,824,148  
 
Total Assets
  $ 15,746,625     $ 14,655,290  
 
The accompanying notes are an integral part of these financial statements.

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BALANCE SHEETS
At December 31, 2007 and 2006
Alabama Power Company 2007 Annual Report
                 
 
Liabilities and Stockholder’s Equity
  2007     2006  
 
    (in thousands)  
 
               
Current Liabilities:
               
Securities due within one year
  $ 535,152     $ 668,646  
Notes payable
          119,670  
Accounts payable —
               
Affiliated
    193,518       162,951  
Other
    308,177       263,506  
Customer deposits
    67,722       62,978  
Accrued taxes —
               
Income taxes
    45,958       3,120  
Other
    29,198       29,696  
Accrued interest
    55,263       53,573  
Accrued vacation pay
    42,138       38,767  
Accrued compensation
    92,385       87,194  
Other
    55,331       79,907  
 
Total current liabilities
    1,424,842       1,570,008  
 
Long-term Debt (See accompanying statements)
    4,750,196       4,148,185  
 
Deferred Credits and Other Liabilities:
               
Accumulated deferred income taxes
    2,065,264       2,116,575  
Deferred credits related to income taxes
    93,709       98,941  
Accumulated deferred investment tax credits
    180,578       188,582  
Employee benefit obligations
    349,974       375,940  
Asset retirement obligations
    505,794       476,460  
Other cost of removal obligations
    613,616       600,278  
Other regulatory liabilities
    637,040       399,822  
Other
    31,417       35,805  
 
Total deferred credits and other liabilities
    4,477,392       4,292,403  
 
Total Liabilities
    10,652,430       10,010,596  
 
Preferred and Preference Stock (See accompanying statements)
    683,512       612,407  
 
Common Stockholder’s Equity (See accompanying statements)
    4,410,683       4,032,287  
 
Total Liabilities and Stockholder’s Equity
  $ 15,746,625     $ 14,655,290  
 
Commitments and Contingent Matters (See notes)
               
 
The accompanying notes are an integral part of these financial statements.

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STATEMENTS OF CAPITALIZATION
At December 31, 2007 and 2006
Alabama Power Company 2007 Annual Report
                                 
    2007     2006     2007     2006  
    (in thousands)   (percent of total)
 
 
                               
Long-Term Debt:
                               
Long-term debt payable to affiliated trusts —
                               
4.75% to 5.5% due 2042
  $ 206,186     $ 309,279                  
 
Long-term notes payable —
                               
3.50% to 7.125% due 2007
          500,000                  
Floating rate (5.624% at 1/1/07) due 2007
          168,500                  
3.125% to 5.375% due 2008
    410,000       410,000                  
Floating rate (5.22% at 1/1/08) due 2009
    250,000       250,000                  
4.70% due 2010
    100,000       100,000                  
5.10% due 2011
    200,000       200,000                  
4.85% due 2012
    200,000                        
5.125% to 6.375% due 2016-2047
    2,975,000       2,325,000                  
 
Total long-term notes payable
    4,135,000     $ 3,953,500                  
 
Other long-term debt —
                               
Pollution control revenue bonds —
                               
Variable rates (2.67% to 5.20% at 1/1/08) due 2015-2036
    822,690       557,190                  
 
Total other long-term debt
    822,690       557,190                  
 
Capitalized lease obligations
    231       377                  
 
Unamortized debt premium (discount), net
    (3,759 )     (3,515 )                
 
Total long-term debt (annual interest requirement — $266.3 million)
    5,160,348       4,816,831                  
Less amount due within one year
    410,152       668,646                  
 
Long-term debt excluding amount due within one year
    4,750,196       4,148,185       48.3 %     47.1 %
 

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STATEMENTS OF CAPITALIZATION (continued)
At December 31, 2007 and 2006
Alabama Power Company 2007 Annual Report
                                 
    2007     2006     2007     2006  
    (in thousands)     (percent of total)  
 
 
                               
Preferred and Preference Stock:
                               
Cumulative preferred stock
                               
$100 par or stated value — 4.20% to 4.92%
                               
Authorized — 3,850,000 shares
                               
Outstanding — 475,115 shares
    47,610       47,610                  
$1 par value — 4.95% to 5.83%
                               
Authorized — 27,500,000 shares
                               
Outstanding — 12,000,000 shares: $25 stated value
    294,105       294,105                  
Outstanding — 1,250 shares: $100,000 stated capital
    123,331       123,331                  
Preference stock
                               
Authorized — 40,000,000 shares
                               
Outstanding — $1 par value — 5.63% to 6.50%
                   — 14,000,000 shares
                               
(non-cumulative) $25 stated value
    343,466       147,361                  
 
Total preferred and preference stock
(annual dividend requirement — $45.7 million)
    808,512       612,407                  
Less amount due within one year
    125,000                        
 
Preferred and preference stock excluding amount due within one year
    683,512       612,407       6.9       7.0  
 
Common Stockholder’s Equity:
                               
Common stock, par value $40 per share —
Authorized — 2007: 25,000,000 shares
                     — 2006: 25,000,000 shares
Outstanding — 2007: 17,975,000 shares
                     — 2006: 12,250,000 shares
    719,000       490,000                  
Paid-in capital
    2,065,298       2,028,963                  
Retained earnings
    1,630,832       1,516,245                  
Accumulated other comprehensive income (loss)
    (4,447 )     (2,921 )                
 
Total common stockholder’s equity
    4,410,683       4,032,287       44.8       45.9  
 
Total Capitalization
  $ 9,844,391     $ 8,792,879       100.0 %     100.0 %
 
 
The accompanying notes are an integral part of these financial statements.
                               

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STATEMENTS OF COMMON STOCKHOLDER’S EQUITY
For the Years Ended December 31, 2007, 2006, and 2005
Alabama Power Company 2007 Annual Report
                                         
 
                            Other    
    Common   Paid-In   Retained   Comprehensive    
    Stock   Capital   Earnings   Income (Loss)   Total
 
    (in thousands)
 
Balance at December 31, 2004
  $ 330,000     $ 1,955,183     $ 1,341,049     $ (16,028 )   $ 3,610,204  
Net income after dividends on preferred stock
                507,895             507,895  
Issuance of common stock
    40,000                         40,000  
Capital contributions from parent company
          39,873                   39,873  
Other comprehensive income (loss)
                      4,554       4,554  
Cash dividends on common stock
                (409,900 )           (409,900 )
Other
                100             100  
 
Balance at December 31, 2005
    370,000       1,995,056       1,439,144       (11,474 )     3,792,726  
Net income after dividends on preferred stock
                517,730             517,730  
Issuance of common stock
    120,000                         120,000  
Capital contributions from parent company
          33,907                   33,907  
Other comprehensive income (loss)
                      (4,057 )     (4,057 )
Adjustment to initially apply FASB Statement No. 158, net of tax
                      12,610       12,610  
Cash dividends on common stock
                (440,600 )           (440,600 )
Other
                (29 )           (29 )
 
Balance at December 31, 2006
    490,000       2,028,963       1,516,245       (2,921 )     4,032,287  
Net income after dividends on preferred and preference stock
                579,582             579,582  
Issuance of common stock
    229,000                         229,000  
Capital contributions from parent company
          36,441                   36,441  
Other comprehensive income (loss)
                      (1,526 )     (1,526 )
Cash dividends on common stock
                (465,000 )           (465,000 )
Other
          (106 )     5             (101 )
 
Balance at December 31, 2007
  $ 719,000     $ 2,065,298     $ 1,630,832     $ (4,447 )   $ 4,410,683  
 
The accompanying notes are an integral part of these financial statements.
STATEMENTS OF COMPREHENSIVE INCOME
For the Years Ended December 31, 2007, 2006, and 2005
Alabama Power Company 2007 Annual Report
                         
 
    2007     2006     2005  
 
            (in thousands)          
Net income after dividends on preferred and preference stock
  $ 579,582       $517,730     $ 507,895  
 
Other comprehensive income (loss):
                       
Qualifying hedges:
                       
Changes in fair value, net of tax of $(1,226), $155, and $5,523, respectively
    (2,017 )     255       9,085  
Reclassification adjustment for amounts included in net income, net of tax of $298, $(3,696), and $(1,333), respectively
    491       (6,080 )     (2,193 )
Pension and other postretirement benefit plans:
                       
Change in additional minimum pension liability, net of tax of $-, $1,109, and $(1,422), respectively
          1,768       (2,338 )
 
Total other comprehensive income (loss)
    (1,526 )     (4,057 )     4,554  
 
Comprehensive Income
  $ 578,056       $513,673     $ 512,449  
 
The accompanying notes are an integral part of these financial statements.

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NOTES TO FINANCIAL STATEMENTS
Alabama Power Company 2007 Annual Report
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
General
Alabama Power Company (the Company) is a wholly owned subsidiary of Southern Company, which is the parent company of four traditional operating companies, Southern Power Company (Southern Power), Southern Company Services, Inc. (SCS), Southern Communications Services, Inc. (SouthernLINC Wireless), Southern Company Holdings, Inc. (Southern Holdings), Southern Nuclear Operating Company, Inc. (Southern Nuclear), and other direct and indirect subsidiaries. The traditional operating companies — the Company, Georgia Power, Gulf Power, and Mississippi Power — are vertically integrated utilities providing electric service in four Southeastern states. The Company provides electricity to retail customers within its traditional service area located within the State of Alabama and to wholesale customers in the Southeast. Southern Power constructs, acquires, and manages generation assets, and sells electricity at market-based rates in the wholesale market. SCS, the system service company, provides, at cost, specialized services to Southern Company and its subsidiary companies. SouthernLINC Wireless provides digital wireless communications services to the traditional operating companies and also markets these services to the public and provides fiber cable services within the Southeast. Southern Holdings is an intermediate holding company subsidiary for Southern Company’s investments in synthetic fuels and leveraged leases and various other energy-related businesses. The investments in synthetic fuels ended on December 31, 2007. Southern Nuclear operates and provides services to Southern Company’s nuclear power plants, including the Company’s Plant Farley.
The equity method is used for subsidiaries in which the Company has significant influence but does not control and for variable interest entities where the Company is not the primary beneficiary.
The Company is subject to regulation by the Federal Energy Regulatory Commission (FERC) and the Alabama Public Service Commission (PSC). The Company follows accounting principles generally accepted in the United States and complies with the accounting policies and practices prescribed by its regulatory commissions. The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires the use of estimates, and the actual results may differ from those estimates.
Reclassifications
Certain prior years’ data presented in the financial statements have been reclassified to conform with current year presentation. These reclassifications had no effect on total assets, net income, or cash flows.
The balance sheets and the statements of cash flows have been modified to combine “Long-term Debt Payable to Affiliate Trusts” into “Long-term Debt.” Correspondingly, the statements of income were modified to report “Interest expense to affiliate trusts” together with “Interest expense, net of amounts capitalized.”
Affiliate Transactions
The Company has an agreement with SCS under which the following services are rendered to the Company at direct or allocated cost: general and design engineering, purchasing, accounting and statistical analysis, finance and treasury, tax, information resources, marketing, auditing, insurance and pension administration, human resources, systems and procedures, and other services with respect to business and operations and power pool transactions. Costs for these services amounted to $299 million, $266 million, and $246 million during 2007, 2006, and 2005, respectively. Cost allocation methodologies used by SCS were approved by the Securities and Exchange Commission prior to the repeal of the Public Utility Holding Company Act of 1935, as amended, and management believes they are reasonable. The FERC permits services to be rendered at cost by system service companies.
The Company has an agreement with Southern Nuclear under which Southern Nuclear operates the Company’s Plant Farley and provides the following nuclear-related services at cost: general executive and advisory services, general operations, management and technical services, administrative services including procurement, accounting, statistical analysis, employee relations, and other services with respect to business and operations. Costs for these services amounted to $182 million, $162 million, and $157 million during 2007, 2006, and 2005, respectively.
The Company jointly owns Plant Greene County with Mississippi Power. The Company has an agreement with Mississippi Power under which the Company operates Plant Greene County, and Mississippi Power reimburses the Company for its proportionate share of expenses which were $9.8 million in 2007, $8.6 million in 2006, and $8.2 million in 2005. See Note 4 for additional information.

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Southern Company held a 30% ownership interest in Alabama Fuel Products, LLC (AFP), which produces synthetic fuel, until July 2006, when the ownership interest was terminated. Subsequent to the termination of the membership interest in AFP, the Company continued to purchase fuel from AFP in the amount of $462.1 and $244.4 million in 2007 and 2006, respectively. The Company purchases synthetic fuel from AFP for use at several of the Company’s plants. Total fuel purchases through June 2006 and for the year ended 2005 were $202.2 million and $265.7 million, respectively. In addition, the Company had an agreement with an indirect subsidiary of Southern Company that provides services for AFP. Under this agreement, the Company provided certain accounting functions, including processing and paying fuel transportation invoices, and the Company was reimbursed for its expenses. Amounts billed under this agreement totaled approximately $58.1 million, $56.5 million, and $31.5 million in 2007, 2006, and 2005, respectively. The synthetic fuel purchases and related party transactions were terminated as of December 31, 2007.
The Company had an agreement with Southern Power under which the Company operated and maintained Plant Harris at cost. On August 1, 2007, that agreement was terminated and replaced with a service agreement under which the Company provides to Southern Power labor and other specifically requested services. In 2007, 2006, and 2005, the Company billed Southern Power $2.4 million, $2.2 million, and $1.9 million, respectively, under these agreements. Under a power purchase agreement (PPA) with Southern Power, the Company’s purchased power costs from Plant Harris in 2007, 2006, and 2005 totaled $66.3 million, $61.7 million, and $63.6 million, respectively. The Company also provides the fuel, at cost, associated with the PPA and the fuel cost recognized by the Company was $108.1 million in 2007, $77.8 million in 2006, and $81.3 million in 2005. Additionally, the Company recorded $8.3 million of prepaid capacity expenses included in other deferred charges and other assets in the balance sheets at December 31, 2007 and 2006. See Note 3 under “Retail Regulatory Matters” and Note 7 under “Purchased Power Commitments” for additional information.
In 2007, the Company purchased plots of land in Prattville, Alabama and Chilton County, Alabama from Southern Power. The total purchase price was $4.3 million and is recorded in “Property additions” on the statements of cash flows.
The Company had an agreement with SouthernLINC Wireless to provide digital wireless communications services to the Company. Costs for these services amounted to $5.1 million, $4.9 million, and $5.7 million during 2007, 2006, and 2005, respectively.
Also, see Note 4 for information regarding the Company’s ownership in and PPA with Southern Electric Generating Company (SEGCO) and Note 5 for information on certain deferred tax liabilities due to affiliates.
The Company provides incidental services to, and receives such services from, other Southern Company subsidiaries which are generally minor in duration and/or amount. However, with the hurricane damage experienced by Mississippi Power in 2005, assistance provided to aid in storm restoration, including Company labor, contract labor, and materials, caused an increase in these activities. The total amount of storm restoration provided to Mississippi Power in 2005 was $8.0 million. In 2005, the Company received assistance from affiliated companies in the amount of $5.0 million. These activities were billed at cost.
The traditional operating companies, including the Company, and Southern Power jointly enter into various types of wholesale energy, natural gas, and certain other contracts, either directly or through SCS as agent. Each participating company may be jointly and severally liable for the obligations incurred under these agreements. See Note 7 under “Fuel Commitments” for additional information.
Revenues
Energy and other revenues are recognized as services are provided. Wholesale capacity revenues are generally recognized on a levelized basis over the appropriate contract periods. Unbilled revenues are accrued at the end of each fiscal period. Electric rates for the Company include provisions to adjust billings for fluctuations in fuel costs, fuel hedging, the energy component of purchased power costs, and certain other costs. Revenues are adjusted for differences between these actual costs and amounts billed in current regulated rates. Under or over recovered regulatory clause revenues are recorded in the balance sheets and are recovered or returned to customers through adjustments to the billing factors. The Company continuously monitors the under/over recovered balances and files for revised rates as required or when management deems appropriate depending on the rate. See “Retail Regulatory Matters — Fuel Cost Recovery” in Note 3 for additional information.
The Company has a diversified base of customers. No single customer comprises 10% or more of revenues. For all periods presented, uncollectible accounts averaged less than one percent of revenues.

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Alabama Power Company 2007 Annual Report
Regulatory Assets and Liabilities
The Company is subject to the provisions of Financial Accounting Standards Board (FASB) Statement No. 71, “Accounting for the Effects of Certain Types of Regulation” (SFAS No. 71). Regulatory assets represent probable future revenues associated with certain costs that are expected to be recovered from customers through the ratemaking process. Regulatory liabilities represent probable future reductions in revenues associated with amounts that are expected to be credited to customers through the ratemaking process.
Regulatory assets and (liabilities) reflected in the balance sheets at December 31 relate to:
                         
    2007   2006   Note
    (in millions)        
Deferred income tax charges
  $ 347     $ 354       (a )
Loss on reacquired debt
    87       94       (b )
Vacation pay
    50       46       (c )
Under recovered regulatory clause revenues
    314       334       (d )
Fuel-hedging assets
    6       36       (e )
Other assets
    6       6       (d )
Asset retirement obligations
    (150 )     (152 )     (a )
Other cost of removal obligations
    (614 )     (600 )     (a )
Deferred income tax credits
    (94 )     (99 )     (a )
Natural disaster reserve (prior storms)
          17       (d )
Fuel-hedging liabilities
    (5 )     (3 )     (e )
Mine reclamation and remediation
    (14 )     (16 )     (d )
Nuclear outage
    2       (12 )     (d )
Deferred purchased power
    (20 )     (19 )     (d )
Natural disaster reserve (future storms)
    (26 )     (13 )     (d )
Other liabilities
    (3 )     (3 )     (d )
Overfunded retiree benefit plans
    (423 )     (183 )     (f )
Underfunded retiree benefit plans
    138       183       (f )
 
Total
  $ (399 )   $ (30 )        
 
Note: The recovery and amortization periods for these regulatory assets and (liabilities) are as follows:
(a)   Asset retirement and removal liabilities are recorded, deferred income tax assets are recovered, and deferred tax liabilities are amortized over the related property lives, which may range up to 50 years. Asset retirement and removal liabilities will be settled and trued up following completion of the related activities.
 
(b)   Recovered over the remaining life of the original issue which may range up to 50 years.
 
(c)   Recorded as earned by employees and recovered as paid, generally within one year.
 
(d)   Recorded and recovered or amortized as approved or accepted by the Alabama PSC.
 
(e)   Fuel-hedging assets and liabilities are recorded over the life of the underlying hedged purchase contracts, which generally do not exceed two years. Upon final settlement, actual costs incurred are recovered through the fuel cost recovery clauses.
 
(f)   Recovered and amortized over the average remaining service period which may range up to 14 years. See Note 2 under “Retirement Benefits.”
In the event that a portion of the Company’s operations is no longer subject to the provisions of SFAS No. 71, the Company would be required to write off related regulatory assets and liabilities that are not specifically recoverable through regulated rates. In addition, the Company would be required to determine if any impairment to other assets, including plant, exists and write down the assets, if impaired, to their fair values. All regulatory assets and liabilities are to be reflected in rates.
Nuclear Fuel Disposal Costs
The Company has a contract with the United States, acting through the U.S. Department of Energy (DOE) that provides for the permanent disposal of spent nuclear fuel. The DOE failed to begin disposing of spent nuclear fuel in 1998 as required by the contract, and the Company is pursuing legal remedies against the government for breach of contract. An on-site dry spent fuel storage facility at Plant Farley is operational and can be expanded to accommodate spent fuel through the expected life of the plant.
On July 9, 2007, the U.S. Court of Federal Claims awarded the Company $17.3 million, representing all of the direct costs of the expansion of spent nuclear fuel storage facilities from 1998 through 2004. On July 24, 2007, the government filed a motion for

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NOTES (continued)
Alabama Power Company 2007 Annual Report
reconsideration, which was denied on November 1, 2007. The government filed an appeal on January 2, 2008. No amounts have been recognized in the financial statements as of December 31, 2007. The final outcome of this matter cannot be determined at this time, but no material impact on net income is expected as any award received is expected to be returned to customers.
Also, the Energy Policy Act of 1992 established a Uranium Enrichment Decontamination and Decommissioning Fund, which has been funded in part by a special assessment on utilities with nuclear plants. This assessment was paid over a 15-year period; the final installment occurred in 2006 and was fully amortized in September 2007. This fund will be used by the DOE for the decontamination and decommissioning of its nuclear fuel enrichment facilities. The law provides that utilities will recover these payments in the same manner as any other fuel expense.
Fuel Costs
Fuel costs are expensed as the fuel is used. Fuel expense includes the cost of purchased emission allowances as they are used. Fuel expense also includes the amortization of the cost of nuclear fuel and a charge, based on nuclear generation, for the permanent disposal of spent nuclear fuel.
Income and Other Taxes
The Company uses the liability method of accounting for deferred income taxes and provides deferred income taxes for all significant income tax temporary differences. Investment tax credits utilized are deferred and amortized to income over the average life of the related property. Taxes that are collected from customers on behalf of governmental agencies to be remitted to these agencies are presented net on the statements of income.
In accordance with FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes” (FIN 48), the Company recognizes tax positions that are “more likely than not” of being sustained upon examination by the appropriate taxing authorities. See Note 5 under “Unrecognized Tax Benefits” for additional information on the effect of adopting FIN 48.
Property, Plant, and Equipment
Property, plant, and equipment is stated at original cost less regulatory disallowances and impairments. Original cost includes: materials; labor; minor items of property; appropriate administrative and general costs; payroll-related costs such as taxes, pensions, and other benefits; and the interest capitalized and/or cost of funds used during construction.
The Company’s property, plant, and equipment consisted of the following at December 31:
                 
    2007   2006
    (in millions)
Generation
  $ 8,541     $ 8,312  
Transmission
    2,435       2,308  
Distribution
    4,586       4,352  
General
    1,095       1,017  
Plant acquisition adjustment
    12       9  
 
Total plant in service
  $ 16,669     $ 15,998  
 
The cost of replacements of property — exclusive of minor items of property — is capitalized. The cost of maintenance, repairs, and replacement of minor items of property is charged to maintenance expense as incurred or performed with the exception of nuclear refueling costs, which are recorded in accordance with specific Alabama PSC orders. The Company accrues estimated nuclear refueling costs in advance of the unit’s next refueling outage. The refueling cycle is 18 months for each unit. During 2007, the Company accrued $40.3 million and paid $27.6 million for an outage at Plant Farley Unit 1 and $27.1 million for an outage at Plant Farley Unit 2. At December 31, 2007, the reserve balance totaled $(2.0) million and is included in the balance sheet in other regulatory liabilities.

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Alabama Power Company 2007 Annual Report
Depreciation and Amortization
Depreciation of the original cost of utility plant in service is provided primarily by using composite straight-line rates, which approximated 3.1% in 2007 and 2006 and 2.9% in 2005. Depreciation studies are conducted periodically to update the composite rates and the information is provided to the Alabama PSC. When property subject to depreciation is retired or otherwise disposed of in the normal course of business, its original cost, together with the cost of removal, less salvage, is charged to accumulated depreciation. For other property dispositions, the applicable cost and accumulated depreciation is removed from the balance sheet accounts and a gain or loss is recognized. Minor items of property included in the original cost of the plant are retired when the related property unit is retired.
Asset Retirement Obligations and Other Costs of Removal
Asset retirement obligations are computed as the present value of the ultimate costs for an asset’s future retirement and are recorded in the period in which the liability is incurred. The costs are capitalized as part of the related long-lived asset and depreciated over the asset’s useful life. The Company has received accounting guidance from the Alabama PSC allowing the continued accrual of other future retirement costs for long-lived assets that the Company does not have a legal obligation to retire. Accordingly, the accumulated removal costs for these obligations will continue to be reflected in the balance sheets as a regulatory liability.
The liability recognized to retire long-lived assets primarily relates to the Company’s nuclear facility, Plant Farley. The fair value of assets legally restricted for settling retirement obligations related to nuclear facilities as of December 31, 2007 was $543 million. In addition, the Company has retirement obligations related to various landfill sites and underground storage tanks. In connection with the adoption of FASB Interpretation No. 47, “Accounting for Conditional Asset Retirement Obligations” (FIN 47), the Company also recorded additional asset retirement obligations (and assets) of $35 million related to asbestos removal and disposal of polychlorinated biphenyls in certain transformers. The Company also has identified retirement obligations related to certain transmission and distribution facilities and certain wireless communication towers. However, liabilities for the removal of these assets have not been recorded because the range of time over which the Company may settle these obligations is unknown and cannot be reasonably estimated. The Company will continue to recognize in the statements of income allowed removal costs in accordance with its regulatory treatment. Any differences between costs recognized under Statement of Financial Accounting Standards No. 143, “Accounting for Asset Retirement Obligations” and FIN 47 and those reflected in rates are recognized as either a regulatory asset or liability, as ordered by the Alabama PSC, and are reflected in the balance sheets. See “Nuclear Decommissioning” for further information on amounts included in rates.
Details of the asset retirement obligations included in the balance sheets are as follows:
                 
    2007   2006
    (in millions)
Balance beginning of year
  $ 476     $ 446  
Liabilities incurred
          3  
Liabilities settled
    (3 )     (3 )
Accretion
    33       30  
Cash flow revisions
           
 
Balance end of year
  $ 506     $ 476  
 
Nuclear Decommissioning
The Nuclear Regulatory Commission (NRC) requires licensees of commercial nuclear power reactors to establish a plan for providing reasonable assurance of funds for future decommissioning. The Company has external trust funds to comply with the NRC’s regulations. Use of the funds is restricted to nuclear decommissioning activities and the funds are managed and invested in accordance with applicable requirements of various regulatory bodies, including the NRC, the FERC, and the Alabama PSC, as well as the Internal Revenue Service (IRS). The trust funds are invested in a tax-efficient manner in a diversified mix of equity and fixed income securities and are classified as available-for-sale.
The trust funds are included in the balance sheets at fair value, as obtained from quoted market prices for the same or similar investments. As the external trust funds are actively managed by unrelated parties with limited direction from the Company, the Company does not have the ability to choose to hold securities with unrealized losses until recovery. Through 2005, the Company considered other-than-temporary impairments to be immaterial. However, since the January 1, 2006 effective date of FASB Staff

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Position FAS 115-1/124-1, “The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments” (FSP No. 115-1), the Company considers all unrealized losses to represent other-than-temporary impairments. The adoption of FSP No. 115-1 had no impact on the results of operations, cash flows, or financial condition of the Company as all losses have been and continue to be recorded through a regulatory liability, whether realized, unrealized, or identified as other-than-temporary. Details of the securities held in these trusts at December 31, 2007 were as follows:
                         
            Other-than-Temporary    
2007   Unrealized Gains   Impairments   Fair Value
    (in millions)
Equity
  $ 130.8     $ (15.7 )   $ 385.4  
Debt
    7.0       (3.5 )     140.2  
Other
    0.1             17.2  
 
Total
  $ 137.9     $ (19.2 )   $ 542.8  
 
                         
            Other-than-Temporary    
2006   Unrealized Gains   Impairments   Fair Value
    (in millions)
Equity
  $ 121.0     $ (5.3 )   $ 384.8  
Debt
    0.7       (1.4 )     120.1  
Other
                8.6  
 
Total
  $ 121.7     $ (6.7 )   $ 513.5  
 
The contractual maturities of debt securities at December 31, 2007 are as follows: $33.1 million in 2008; $28.8 million in 2009-2012; $17.0 million in 2013-2017; and $65.8 million thereafter.
Sales of the securities held in the trust funds resulted in cash proceeds of $333.4 million, $285.7 million, and $223.8 million in 2007, 2006, and 2005, respectively, all of which were re-invested. Realized gains and other-than-temporary impairment losses were $34.6 million and $37.2 million, respectively, in 2007 and $22.0 million and $18.2 million, respectively, in 2006. Net realized gains were $9.9 million in 2005. Realized gains and other-than-temporary impairment losses are determined on a specific identification basis. In accordance with regulatory guidance, all realized and unrealized gains and losses are included in the regulatory liability for asset retirement obligations in the balance sheets and are not included in net income or other comprehensive income. Unrealized gains and other-than-temporary impairment losses are considered non-cash transactions for purposes of the statements of cash flows.
Amounts previously recorded in internal reserves are being transferred into the external trust funds over periods approved by the Alabama PSC. The NRC’s minimum external funding requirements are based on a generic estimate of the cost to decommission only the radioactive portions of a nuclear unit based on the size and type of reactor. The Company has filed plans with the NRC designed to ensure that, over time, the deposits and earnings of the external trust funds will provide the minimum funding amounts prescribed by the NRC. At December 31, 2007, the accumulated provisions for decommissioning were as follows:
         
    (in millions)
External trust funds, at fair value
  $ 543  
Internal reserves
    27  
 
Total
  $ 570  
 
Site study cost is the estimate to decommission the facility as of the site study year. The estimated costs of decommissioning, based on the most current study performed in 2003 for Plant Farley were as follows:
         
Decommissioning periods:
       
Beginning year
    2017  
Completion year
    2046  
 
         
    (in millions)
Site study costs:
       
Radiated structures
  $ 892  
Non-radiated structures
    63  
 
Total
  $ 955  
 

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The decommissioning cost estimates are based on prompt dismantlement and removal of the plant from service. The actual decommissioning costs may vary from the above estimates because of changes in the assumed date of decommissioning, changes in NRC requirements, or changes in the assumptions used in making these estimates.
All of the Company’s decommissioning costs for ratemaking are based on the site study. Significant assumptions used to determine these costs for ratemaking were an inflation rate of 4.5% and a trust earnings rate of 7.0%. Another significant assumption used was the change in the operating license for Plant Farley.
In May 2005, the NRC granted the Company a 20-year extension of the operating license for both units at Plant Farley. As a result of the license extension, amounts previously contributed to the external trust are currently projected to be adequate to meet the decommissioning obligations. Therefore, in June 2005, the Alabama PSC approved the Company’s request to suspend, effective January 1, 2005, the inclusion in its annual cost of service of $18 million in decommissioning costs and to also suspend the associated obligation to make semi-annual contributions to the external trust. The Company will continue to provide site specific estimates of the decommissioning costs and related projections of funds in the external trust to the Alabama PSC and, if necessary, would seek the Alabama PSC’s approval to address any changes in a manner consistent with the NRC and other applicable requirements. The approved suspension does not affect the transfer of internal reserves (less than $1 million annually) previously collected from customers prior to the establishment of the external trust.
Allowance for Funds Used During Construction (AFUDC)
In accordance with regulatory treatment, the Company records AFUDC, which represents the estimated debt and equity costs of capital funds that are necessary to finance the construction of new regulated facilities. While cash is not realized currently from such allowance, it increases the revenue requirement over the service life of the plant through a higher rate base and higher depreciation expense. The equity component of AFUDC is not included in calculating taxable income. All current construction costs are included in retail rates. The composite rate used to determine the amount of AFUDC was 9.4% in 2007, 8.8% in 2006, and 8.8% in 2005. AFUDC, net of income tax, as a percent of net income after dividends on preferred and preference stock was 8.0% in 2007, 4.5% in 2006, and 5.0% in 2005.
Impairment of Long-Lived Assets and Intangibles
The Company evaluates long-lived assets for impairment when events or changes in circumstances indicate that the carrying value of such assets may not be recoverable. The determination of whether an impairment has occurred is based on either a specific regulatory disallowance or an estimate of undiscounted future cash flows attributable to the assets, as compared with the carrying value of the assets. If an impairment has occurred, the amount of the impairment recognized is determined by either the amount of regulatory disallowance or by estimating the fair value of the assets and recording a loss if the carrying value is greater than the fair value. For assets identified as held for sale, the carrying value is compared to the estimated fair value less the cost to sell in order to determine if an impairment loss is required. Until the assets are disposed of, their estimated fair value is re-evaluated when circumstances or events change.
Natural Disaster Reserve
In accordance with an Alabama PSC order, the Company has established a natural disaster reserve (NDR) to cover the cost of uninsured damages from major storms to transmission and distribution facilities. The Company collects a monthly NDR charge per account that consists of two components which began on January 1, 2006. The first component is intended to establish and maintain a reserve for future storms and is an on-going part of customer billing. This plan has a target reserve balance of $75 million that could be achieved in four years assuming the Company experiences no additional storms. The second component of the NDR charge is intended to allow recovery of any existing deferred hurricane related operations and maintenance costs and any future reserve deficits over a 24-month period. The Alabama PSC order gives the Company authority to have a negative NDR balance when costs of uninsured storm damage exceed any established NDR balance. Absent further Alabama PSC approval, the maximum total NDR charge consisting of both components is $10 per month per account for non-residential customers and $5 per month per account for residential customers.
At December 31, 2007, the Company had accumulated a balance of $26.1 million in the target reserve for future storms, which is included in the balance sheets under “Other Regulatory Liabilities.” In June 2007, the Company fully recovered its prior storm cost

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of $51.3 million resulting from Hurricanes Dennis and Katrina. As a result, customer rates decreased by this portion of the NDR charge effective July 1, 2007.
As revenue from the NDR charge is recognized, an equal amount of operations and maintenance expense related to the NDR will also be recognized. As a result, this increase in revenue and expense will not have an impact on net income, but will increase annual cash flow.
Cash and Cash Equivalents
For purposes of the financial statements, temporary cash investments are considered cash equivalents. Temporary cash investments are securities with original maturities of 90 days or less.
Materials and Supplies
Generally, materials and supplies include the average cost of transmission, distribution, and generating plant materials. Materials are charged to inventory when purchased and then expensed or capitalized to plant, as appropriate, when installed.
Fuel Inventory
Fuel inventory includes the average costs of oil, coal, and natural gas. Fuel is charged to inventory when purchased and then expensed as used and recovered by the Company through fuel cost recovery rates approved by the Alabama PSC. Emission allowances granted by the Environmental Protection Agency (EPA) are included in inventory at zero cost.
Stock Options
Southern Company provides non-qualified stock options to a large segment of the Company’s employees ranging from line management to executives. Prior to January 1, 2006, the Company accounted for options granted in accordance with Accounting Principles Board Opinion No. 25; thus, no compensation expense was recognized because the exercise price of all options granted equaled the fair market value on the date of the grant.
Effective January 1, 2006, the Company adopted the fair value recognition provisions of FASB Statement No. 123(R), “Share-Based Payment” (SFAS No. 123(R)), using the modified prospective method. Under that method, compensation cost for the years ended December 31, 2007 and 2006 was recognized as the requisite service was rendered and included: (a) compensation cost for the portion of share-based awards granted prior to and that were outstanding as of January 1, 2006, for which the requisite service had not been rendered, based on the grant-date fair value of those awards as calculated in accordance with the original provisions of FASB Statement No. 123, “Accounting for Stock-Based Compensation”, and (b) compensation cost for all share-based awards granted subsequent to January 1, 2006, based on the grant-date fair value estimated in accordance with the provisions of SFAS No. 123(R). Results for prior periods have not been restated.
The compensation cost and tax benefits related to the grant and exercise of Southern Company stock options to the Company’s employees are recognized in the Company’s financial statements with a corresponding credit to equity, representing a capital contribution from Southern Company.
For the Company, the adoption of SFAS No. 123(R) has resulted in a reduction in earnings before income taxes and net income of $4.9 million and $3.0 million, respectively, for the year ended December 31, 2007 and $4.8 million and $3.0 million, respectively, for the year ended December 31, 2006. Additionally, SFAS No. 123(R) requires the gross excess tax benefit from stock option exercises be reclassified as a financing cash flow as opposed to an operating cash flow; the reduction in operating cash flows and the increase in financing cash flows for the years ended December 31, 2007 and December 31, 2006 was $2.6 million and $1.3 million, respectively.
For the year ended December 31, 2005, prior to the adoption of SFAS No. 123(R), the pro forma impact on net income of fair-value accounting for options granted was as follows:
                         
            Options Impact    
2005   As Reported   After Tax   Pro Forma
    (in millions)
Net Income
  $ 508     $ (3 )   $ 505  

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Because historical forfeitures have been insignificant and are expected to remain insignificant, no forfeitures were assumed in the calculation of compensation expense; rather they are recognized when they occur.
The estimated fair values of stock options granted in 2007, 2006, and 2005 were derived using the Black-Scholes stock option pricing model. Expected volatility was based on historical volatility of Southern Company’s stock over a period equal to the expected term. The Company used historical exercise data to estimate the expected term that represents the period of time that options granted to employees are expected to be outstanding. The risk-free rate was based on the U.S. Treasury yield curve in effect at the time of grant that covers the expected term of the stock options. The following table shows the assumptions used in the pricing model and the weighted average grant-date fair value of stock options granted:
                         
Year Ended December 31   2007   2006   2005
Expected volatility
    14.8 %     16.9 %     17.9 %
Expected term (in years)
    5.0       5.0       5.0  
Interest rate
    4.6 %     4.6 %     3.9 %
Dividend yield
    4.3 %     4.4 %     4.4 %
Weighted average grant-date fair value
  $ 4.12     $ 4.15     $ 3.90  
Financial Instruments
The Company uses derivative financial instruments to limit exposure to fluctuations in interest rates, the prices of certain fuel purchases, and electricity purchases and sales. All derivative financial instruments are recognized as either assets or liabilities and are measured at fair value. Substantially all of the Company’s bulk energy purchases and sales contracts that meet the definition of a derivative are exempt from fair value accounting requirements and are accounted for under the accrual method. Other derivative contracts qualify as cash flow hedges of anticipated transactions or are recoverable through the Alabama PSC-approved fuel hedging program. This results in the deferral of related gains and losses in other comprehensive income or regulatory assets and liabilities, respectively, until the hedged transactions occur. Any ineffectiveness arising from cash flow hedges is recognized currently in net income. Other derivative contracts are marked to market through current period income and are recorded on a net basis in the statements of income.
The Company is exposed to losses related to financial instruments in the event of counterparties’ nonperformance. The Company has established controls to determine and monitor the creditworthiness of counterparties in order to mitigate the Company’s exposure to counterparty credit risk.
The Company’s other financial instruments for which the carrying amounts did not equal fair values at December 31 were as follows:
                 
    Carrying Amount   Fair Value
    (in millions)
Long-term debt:
               
2007
  $ 5,160     $ 5,079  
2006
    4,816       4,768  
The fair values were based on either closing market prices or closing prices of comparable instruments.
Comprehensive Income
The objective of comprehensive income is to report a measure of all changes in common stock equity of an enterprise that result from transactions and other economic events of the period other than transactions with owners. Comprehensive income consists of net income, changes in the fair value of qualifying cash flow hedges, and prior to the adoption of SFAS No.158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans” (SFAS No. 158) the minimum pension liability, less income taxes and reclassifications for amounts included in net income.
Variable Interest Entities
The primary beneficiary of a variable interest entity must consolidate the related assets and liabilities. The Company has established certain wholly-owned trusts to issue preferred securities. See Note 6 under “Long-Term Debt Payable to Affiliated Trusts” for additional information. However, the Company is not considered the primary beneficiary of the trusts. Therefore, the investments in

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these trusts are reflected as Other Investments, and the related loans from the trusts are included in Long-term Debt in the balance sheets.
Investments
The Company maintains an investment in a debt security that matures in 2018 and is classified as available-for-sale. This security is included in the balance sheets under Other Property and Investments-Other and totaled $2.3 million and $2.6 million at December 31, 2007 and 2006, respectively. Because the interest rate resets weekly, the carrying value approximates the fair market value.
2. RETIREMENT BENEFITS
The Company has a defined benefit, trusteed, pension plan covering substantially all employees. The plan is funded in accordance with requirements of the Employee Retirement Income Security Act of 1974, as amended (ERISA). No contributions to the plan are expected for the year ending December 31, 2008. The Company also provides certain defined benefit pension plans for a selected group of management and highly-compensated employees. Benefits under these non-qualified plans are funded on a cash basis. In addition, the Company provides certain medical care and life insurance benefits for retired employees through other postretirement benefit plans. The Company funds trusts to the extent required by the Alabama PSC and the FERC. For the year ending December 31, 2008, postretirement trust contributions are expected to total approximately $22.9 million.
The measurement date for plan assets and obligations is September 30 for each year presented. Pursuant to SFAS No. 158, the Company will be required to change the measurement date for its defined benefit postretirement plans from September 30 to December 31 beginning with the year ending December 31, 2008.
Pension Plans
The total accumulated benefit obligation for the pension plans was $1.3 billion in 2007 and 2006. Changes during the year in the projected benefit obligations and fair value of plan assets were as follows:
                 
    2007   2006
    (in millions)
 
               
Change in benefit obligation
               
Benefit obligation at beginning of year
  $ 1,394     $ 1,421  
Service cost
    35       37  
Interest cost
    82       76  
Benefits paid
    (70 )     (69 )
Plan amendments
    10       2  
Actuarial (gain) loss
    (31 )     (73 )
 
Balance at end of year
    1,420       1,394  
 
 
               
Change in plan assets
               
Fair value of plan assets at beginning of year
    2,038       1,875  
Actual return on plan assets
    346       228  
Employer contributions
    4       4  
Benefits paid
    (70 )     (69 )
 
Fair value of plan assets at end of year
    2,318       2,038  
 
Funded status at end of year
    898       644  
Fourth quarter contributions
    2       1  
 
Prepaid pension asset, net
  $ 900     $ 645  
 
At December 31, 2007, the projected benefit obligations for the qualified and non-qualified pension plans were $1.3 billion and $91 million, respectively. All plan assets are related to the qualified pension plan.
Pension plan assets are managed and invested in accordance with all applicable requirements, including ERISA and the Internal Revenue Code of 1986, as amended (Internal Revenue Code). The Company’s investment policy covers a diversified mix of assets, including equity and fixed income securities, real estate, and private equity. Derivative instruments are used primarily as hedging tools but may also be used to gain efficient exposure to the various asset classes. The Company primarily minimizes the risk of large

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losses through diversification but also monitors and manages other aspects of risk. The actual composition of the Company’s pension plan assets as of the end of the year, along with the targeted mix of assets, is presented below:
                         
    Target   2007   2006
Domestic equity
    36 %     38 %     38 %
International equity
    24       24       23  
Fixed income
    15       15       16  
Real estate
    15       16       16  
Private equity
    10       7       7  
 
Total
    100 %     100 %     100 %
 
Amounts recognized in the balance sheets related to the Company’s pension plans consist of:
                 
    2007   2006
    (in millions)
Prepaid pension asset
  $ 989     $ 722  
Other regulatory assets
    43       36  
Current liabilities, other
    (5 )     (5 )
Other regulatory liabilities
    (423 )     (183 )
Employee benefit obligations
    (84 )     (72 )
Presented below are the amounts included in regulatory assets and regulatory liabilities at December 31, 2007 and December 31, 2006 related to the defined benefit pension plans that had not yet been recognized in net periodic pension cost along with the estimated amortization of such amounts for 2008:
                 
    Prior Service Cost   Net(Gain)/Loss
    (in millions)
 
               
Balance at December 31, 2007:
               
Regulatory assets
  $ 14     $ 29  
Regulatory liabilities
    56       (479 )
 
Total
  $ 70     $ (450 )
 
 
               
Balance at December 31, 2006:
               
Regulatory assets
  $ 6     $ 30  
Regulatory liabilities
    64       (247 )
 
Total
  $ 70     $ (217 )
   
 
               
Estimated amortization in net periodic pension cost in 2008:
               
Regulatory assets
  $ 2     $ 2  
Regulatory liabilities
    8        
 
Total
  $ 10     $ 2  
 
The changes in the balances of regulatory assets and regulatory liabilities related to the defined benefit pension plans for the year ended December 31, 2007 are presented in the following table:

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    Regulatory   Regulatory
    Assets   Liabilities
    (in millions)
Beginning balance
  $ 36     $ (183 )
Net (gain)/loss
    1       (232 )
Change in prior service costs
    10        
Reclassification adjustments:
               
Amortization of prior service costs
    (2 )     (8 )
Amortization of net gain
    (2 )      
 
Total reclassification adjustments
    (4 )     (8 )
 
Total change
    7       (240 )
 
Ending balance
  $ 43     $ (423 )
 
Components of net periodic pension cost (income) were as follows:
                         
    2007   2006   2005
    (in millions)
Service cost
  $ 35     $ 37     $ 33  
Interest cost
    82       77       74  
Expected return on plan assets
    (146 )     (139 )     (139 )
Recognized net (gain) loss
    2       3       2  
Net amortization
    10       9       9  
 
Net periodic pension (income)
  $ (17 )   $ (13 )   $ (21 )
 
Net periodic pension cost (income) is the sum of service cost, interest cost, and other costs netted against the expected return on plan assets. The expected return on plan assets is determined by multiplying the expected rate of return on plan assets and the market-related value of plan assets. In determining the market-related value of plan assets, the Company has elected to amortize changes in the market value of all plan assets over five years rather than recognize the changes immediately. As a result, the accounting value of plan assets that is used to calculate the expected return on plan assets differs from the current fair value of the plan assets.
Future benefit payments reflect expected future service and are estimated based on assumptions used to measure the projected benefit obligation for the pension plans. At December 31, 2007, estimated benefit payments were as follows:
         
    Benefit Payments
    (in millions)
2008
  $ 74  
2009
    76  
2010
    79  
2011
    89  
2012
    93  
2013 to 2017
    561  
 
Other Postretirement Benefits
Changes during the year in the accumulated postretirement benefit obligations (APBO) and in the fair value of plan assets were as follows:

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    2007   2006
    (in millions)
Change in benefit obligation
               
Benefit obligation at beginning of year
  $ 490     $ 490  
Service cost
    7       7  
Interest cost
    28       26  
Benefits paid
    (23 )     (22 )
Actuarial (gain) loss
    (24 )     (13 )
Retiree drug subsidy
    2       2  
 
Balance at end of year
    480       490  
 
 
               
Change in plan assets
               
Fair value of plan assets at beginning of year
    259       245  
Actual return on plan assets
    36       23  
Employer contributions
    23       27  
Benefits paid
    (21 )     (36 )
 
Fair value of plan assets at end of year
    297       259  
 
Funded status at end of year
    (183 )     (231 )
Fourth quarter contributions
    28       26  
 
Accrued liability
  $ (155 )   $ (205 )
 
Other postretirement benefit plan assets are managed and invested in accordance with all applicable requirements, including ERISA and the Internal Revenue Code. The Company’s investment policy covers a diversified mix of assets, including equity and fixed income securities, real estate, and private equity. Derivative instruments are used primarily as hedging tools but may also be used to gain efficient exposure to the various asset classes. The Company primarily minimizes the risk of large losses through diversification but also monitors and manages other aspects of risk. The actual composition of the Company’s other postretirement benefit plan assets as of the end of the year, along with the targeted mix of assets, is presented below:
                         
    Target   2007   2006
 
Domestic equity
    47 %     46 %     46 %
International equity
    13       15       16  
Fixed income
    29       29       28  
Real estate
    7       7       7  
Private equity
    4       3       3  
 
Total
    100 %     100 %     100 %
 
Amounts recognized in the balance sheets related to the Company’s other postretirement benefit plans consist of:
                 
    2007   2006
    (in millions)
Regulatory assets
  $ 95     $ 147  
Employee benefit obligations
    (155 )     (205 )
 
Presented below are the amounts included in regulatory assets at December 31, 2007 and December 31, 2006 related to the other postretirement benefit plans that had not yet been recognized in net periodic postretirement benefit cost along with the estimated amortization of such amounts for 2008.

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    Prior Service   Net   Transition
    Cost   (Gain)/Loss   Obligation
    (in millions)
Balance at December 31, 2007:
                       
Regulatory asset
  $ 55     $ 20     $ 20  
 
 
                       
Balance at December 31, 2006:
                       
Regulatory asset
  $ 59     $ 63     $ 25  
 
 
                       
Estimated amortization as net periodic postretirement cost in 2008:
                       
Regulatory asset
  $ 5     $  —     $ 4  
 
The change in the balance of regulatory assets related to the other postretirement benefit plans for the year ended December 31, 2007 is presented in the following table:
         
    Regulatory Assets
    (in millions)
 
       
Beginning balance
  $ 147  
Net gain
    (41 )
Change in prior service costs
     
Reclassification adjustments:
       
Amortization of transition obligation
    (4 )
Amortization of prior service costs
    (5 )
Amortization of net gain
    (2 )
 
Total reclassification adjustments
    (11 )
 
Total change
    (52 )
 
Ending balance
  $ 95  
 
Components of the other postretirement benefit plans’ net periodic cost were as follows:
                         
    2007   2006   2005
    (in millions)
Service cost
  $ 7     $ 7     $ 7  
Interest cost
    28       26       26  
Expected return on plan assets
    (19 )     (17 )     (16 )
Net amortization
    11       12       11  
 
Net postretirement cost
  $ 27     $ 28     $ 28  
 
The Medicare Prescription Drug, Improvement, and Modernization Act of 2003 (Medicare Act) provides a 28% prescription drug subsidy for Medicare eligible retirees. The effect of the subsidy reduced the Company’s expenses for the years ended December 31, 2007, 2006, and 2005 by approximately $10.7 million, $11.1 million, and $8.7 million, respectively.
Future benefit payments, including prescription drug benefits, reflect expected future service and are estimated based on assumptions used to measure the APBO for the postretirement plans. Estimated benefit payments are reduced by drug subsidy receipts expected as a result of the Medicare Act as follows:
                         
    Benefit Payments   Subsidy Receipts   Total
    (in millions)
2008
  $ 27     $ (3 )   $ 24  
2009
    29       (3 )     26  
2010
    32       (3 )     29  
2011
    35       (4 )     31  
2012
    37       (4 )     33  
2013 to 2017
    206       (28 )     178  
 

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Actuarial Assumptions
The weighted average rates assumed in the actuarial calculations used to determine both the benefit obligations as of the measurement date and the net periodic costs for the pension and other postretirement benefit plans for the following year are presented below. Net periodic benefit costs were calculated in 2004, for the 2005 plan year, using a discount rate of 5.75%.
                         
    2007   2006   2005
 
Discount
    6.30 %     6.00 %     5.50 %
Annual salary increase
    3.75       3.50       3.00  
Long-term return on plan assets
    8.50       8.50       8.50  
 
The Company determined the long-term rate of return based on historical asset class returns and current market conditions, taking into account the diversification benefits of investing in multiple asset classes.
An additional assumption used in measuring the APBO was a weighted average medical care cost trend rate of 9.75% for 2008, decreasing gradually to 5.25% through the year 2015, and remaining at that level thereafter. An annual increase or decrease in the assumed medical care cost trend rate of 1% would affect the APBO and the service and interest cost components at December 31, 2007 as follows:
                 
    1 Percent   1 Percent
    Increase   Decrease
    (in millions)
Benefit obligation
  $ 33     $ 28  
Service and interest costs
    2       2  
 
Employee Savings Plan
The Company also sponsors a 401(k) defined contribution plan covering substantially all employees. The Company provides an 85% matching contribution up to 6% of an employee’s base salary. Prior to November 2006, the Company matched employee contributions at a rate of 75% up to 6% of the employee’s base salary. Total matching contributions made to the plan for 2007, 2006, and 2005 were $17 million, $14 million, and $14 million, respectively.
3. CONTINGENCIES AND REGULATORY MATTERS
General Litigation Matters
The Company is subject to certain claims and legal actions arising in the ordinary course of business. In addition, the Company’s business activities are subject to extensive governmental regulation related to public health and the environment. Litigation over environmental issues and claims of various types, including property damage, personal injury, common law nuisance, and citizen enforcement of environmental requirements such as opacity and air and water quality standards, has increased generally throughout the United States. In particular, personal injury claims for damages caused by alleged exposure to hazardous materials have become more frequent. The ultimate outcome of such pending or potential litigation against the Company cannot be predicted at this time; however, for current proceedings not specifically reported herein, management does not anticipate that the liabilities, if any, arising from such current proceedings would have a material adverse effect on the Company’s financial statements.
Environmental Matters
New Source Review Actions
In November 1999, the EPA brought a civil action in the U.S. District Court for the Northern District of Georgia against certain Southern Company subsidiaries, including the Company, alleging that it had violated the New Source Review (NSR) provisions of the Clean Air Act and related state laws at certain coal-fired generating facilities. Through subsequent amendments and other legal procedures, the EPA filed a separate action in January 2001 against the Company in the U.S. District Court for the Northern District of Alabama after the Company was dismissed from the original action. In these lawsuits, the EPA alleged that NSR violations occurred at five coal-fired generating facilities operated by the Company. The civil actions request penalties and injunctive relief, including an order requiring the installation of the best available control technology at the affected units.

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In June 2006, the U.S. District Court for the Northern District of Alabama entered a consent decree between the Company and the EPA, resolving the alleged NSR violations at Plant Miller. The consent decree required the Company to pay $100,000 to resolve the government’s claim for a civil penalty and to donate $4.9 million of sulfur dioxide emission allowances to a nonprofit charitable organization and formalized specific emissions reductions to be accomplished by the Company, consistent with other Clean Air Act programs that require emissions reductions. In August 2006, the district court in Alabama granted the Company’s motion for summary judgment and entered final judgment in favor of the Company on the EPA’s claims related to all of the remaining plants: Plants Barry, Gaston, Gorgas, and Greene County.
The plaintiffs appealed the district court’s decision to the U.S. Court of Appeals for the Eleventh Circuit, and the appeal was stayed by the Appeals Court pending the U.S. Supreme Court’s decision in a similar case against Duke Energy. The Supreme Court issued its decision in the Duke Energy case in April 2007. On October 5, 2007, the U.S. District Court for the Northern District of Alabama issued an order in the Company’s case indicating a willingness to re-evaluate its previous decision in light of the Supreme Court’s Duke Energy opinion. On December 21, 2007, the Eleventh Circuit vacated the district court’s decision in the Company’s case and remanded the case back to the district court for consideration of the legal issues in light of the Supreme Court’s decision in the Duke Energy case. The final outcome of these matters cannot be determined at this time.
The Company believes that it complied with applicable laws and the EPA regulations and interpretations in effect at the time the work in question took place. The Clean Air Act authorizes maximum civil penalties of $25,000 to $32,500 per day, per violation at each generating unit, depending on the date of the alleged violation. An adverse outcome in this matter could require substantial capital expenditures or affect the timing of currently budgeted capital expenditures that cannot be determined at this time and could possibly require payment of substantial penalties. Such expenditures could affect future results of operations, cash flows, and financial condition if such costs are not recovered through regulated rates.
Carbon Dioxide Litigation
In July 2004, attorneys general from eight states, each outside of Southern Company’s service territory, and the corporation counsel for New York City filed a complaint in the U.S. District Court for the Southern District of New York against Southern Company and four other electric power companies. A nearly identical complaint was filed by three environmental groups in the same court. The complaints allege that the companies’ emissions of carbon dioxide, a greenhouse gas, contribute to global warming, which the plaintiffs assert is a public nuisance. Under common law public and private nuisance theories, the plaintiffs seek a judicial order (1) holding each defendant jointly and severally liable for creating, contributing to, and/or maintaining global warming and (2) requiring each of the defendants to cap its emissions of carbon dioxide and then reduce those emissions by a specified percentage each year for at least a decade. Plaintiffs have not, however, requested that damages be awarded in connection with their claims. Southern Company believes these claims are without merit and notes that the complaint cites no statutory or regulatory basis for the claims. In September 2005, the U.S. District Court for the Southern District of New York granted Southern Company’s and the other defendants’ motions to dismiss these cases. The plaintiffs filed an appeal to the U.S. Court of Appeals for the Second Circuit in October 2005 and no decision has been issued. The ultimate outcome of these matters cannot be determined at this time.
Environmental Remediation
The Company must comply with other environmental laws and regulations that cover the handling and disposal of waste and releases of hazardous substances. Under these various laws and regulations, the Company may also incur substantial costs to clean up properties. The Company has received authority from the Alabama PSC to recover approved environmental compliance costs through a specific retail rate clause that is adjusted annually. See “Retail Regulatory Matters — Rate CNP” herein for additional information.
FERC Matters
Market-Based Rate Authority
The Company has authorization from the FERC to sell power to non-affiliates, including short-term opportunity sales, at market-based prices. Specific FERC approval must be obtained with respect to a market-based contract with an affiliate.
In December 2004, the FERC initiated a proceeding to assess Southern Company’s generation dominance within its retail service territory. The ability to charge market-based rates in other markets is not an issue in the proceeding. Any new market-based rate sales by the Company in Southern Company’s retail service territory entered into during a 15-month refund period that ended in May 2006 could be subject to refund to a cost-based rate level.

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In late June and July 2007, hearings were held in this proceeding and the presiding administrative law judge issued an initial decision on November 9, 2007 regarding the methodology to be used in the generation dominance tests. The proceedings are ongoing. The ultimate outcome of this generation dominance proceeding cannot now be determined, but an adverse decision by the FERC in a final order could require the Company to charge cost-based rates for certain wholesale sales in the Southern Company retail service territory, which may be lower than negotiated market-based rates and could also result in refunds of up to $3.9 million, plus interest. The Company believes that there is no meritorious basis for this proceeding and is vigorously defending itself in this matter.
On June 21, 2007, the FERC issued its final rule regarding market-based rate authority. The FERC generally retained its current market-based rate standards. The impact of this order and its effect on the generation dominance proceeding cannot now be determined.
Intercompany Interchange Contract
The Company’s generation fleet is operated under the Intercompany Interchange Contract (IIC), as approved by the FERC. In May 2005, the FERC initiated a new proceeding to examine (1) the provisions of the IIC among the traditional operating companies (including the Company), Southern Power, and SCS, as agent, under the terms of which the power pool of Southern Company is operated, (2) whether any parties to the IIC have violated the FERC’s standards of conduct applicable to utility companies that are transmission providers, and (3) whether Southern Company’s code of conduct defining Southern Power as a “system company” rather than a “marketing affiliate” is just and reasonable. In connection with the formation of Southern Power, the FERC authorized Southern Power’s inclusion in the IIC in 2000. The FERC also previously approved Southern Company’s code of conduct.
In October 2006, the FERC issued an order accepting a settlement resolving the proceeding subject to Southern Company’s agreement to accept certain modifications to the settlement’s terms and Southern Company notified the FERC that it accepted the modifications. The modifications largely involve functional separation and information restrictions related to marketing activities conducted on behalf of Southern Power. Southern Company filed with the FERC in November 2006 a compliance plan in connection with the order. On April 19, 2007, the FERC approved, with certain modifications, the plan submitted by Southern Company. Implementation of the plan is not expected to have a material impact on the Company’s financial statements. On November 19, 2007, Southern Company notified the FERC that the plan had been implemented and the FERC division of audits subsequently began an audit pertaining to compliance implementation and related matters, which is ongoing.
Generation Interconnection Agreements
In November 2004, generator company subsidiaries of Tenaska, Inc. (Tenaska), as counterparties to two previously executed interconnection agreements with the Company, filed complaints at the FERC requesting that the FERC modify the agreements and that the Company refund a total of $11 million previously paid for interconnection facilities. No other similar complaints are pending with the FERC.
On January 19, 2007, the FERC issued an order granting Tenaska’s requested relief. Although the FERC’s order required the modification of Tenaska’s interconnection agreements, under the provisions of the order, the Company determined that no refund was payable to Tenaska. Southern Company requested rehearing asserting that the FERC retroactively applied a new principle to existing interconnection agreements. Tenaska requested rehearing of FERC’s methodology for determining the amount of refunds. The requested rehearings were denied and Southern Company and Tenaska have appealed the orders to the U.S. Circuit Court for the District of Columbia. The final outcome of this matter cannot now be determined.
Retail Regulatory Matters
The following retail ratemaking procedures will remain in effect until the Alabama PSC votes to modify or discontinue them.
Rate RSE
The Alabama PSC has adopted a Rate Stabilization and Equalization plan (Rate RSE) that provides for periodic annual adjustments based upon the Company’s earned return on retail common equity. Retail rates remain unchanged when the retail return on common equity ranges between 13.0% and 14.5%. In October 2005, the Alabama PSC approved a revision to Rate RSE. Prior to January 2007, annual adjustments were limited to 3.0%. Effective January 2007 and thereafter, Rate RSE adjustments are made based on forward-looking information for the applicable upcoming calendar year. Rate adjustments for any two-year period, when averaged

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together, cannot exceed 4.0% per year and any annual adjustment is limited to 5.0%. Retail rates remain unchanged when the return on retail common equity is projected to be between 13.0% and 14.5%. If the Company’s actual retail return on common equity is above the allowed equity return range, customer refunds will be required; however, there is no provision for additional customer billings should the actual retail return on common equity fall below the allowed equity return range. On November 30, 2007, the Company made its submission of projected data for calendar year 2008. The Rate RSE increase for 2008 is 3.24%, or $147 million annually, and was effective in January 2008. Under the terms of Rate RSE, the maximum increase for 2009 cannot exceed 4.76%. See “Rate CNP” for additional information.
Rate CNP
The Company’s retail rates, approved by the Alabama PSC, also provide for adjustments to recognize the placing of new generating facilities into retail service and the recovery of retail costs associated with certificated PPAs under Rate CNP. In April 2005, an annual adjustment to Rate CNP decreased retail rates by approximately 0.5%, or $19 million annually. The annual true-up adjustment effective in April 2006 increased retail rates by 0.5%, or $19 million annually. There was no rate adjustment associated with the annual true-up adjustment in April 2007 and there will be no adjustment to the current Rate CNP to recover certificated PPA costs in April 2008.
Rate CNP also allows for the recovery of the Company’s retail costs associated with environmental laws, regulations, or other such mandates. The rate mechanism, based on forward looking information, began operation in January 2005 and provides for the recovery of these costs pursuant to a factor that is calculated annually. Environmental costs to be recovered include operations and maintenance expenses, depreciation, and a return on invested capital. Retail rates increased due to environmental costs approximately 1.0% in January 2005, 1.2% in January 2006, 0.6% in January 2007, and 2.4% in January 2008.
Fuel Cost Recovery
The Company has established fuel cost recovery rates under an energy cost recovery clause (Rate ECR) approved by the Alabama PSC. Rates are based on an estimate of future energy costs and the current over or under recovered balance. The Company, along with the Alabama PSC, will continue to monitor the under recovered fuel cost balance to determine whether an additional adjustment to billing rates is required.
In June 2007, the Alabama PSC ordered the Company to increase its Rate ECR factor to 3.100 cents per kilowatt-hour (KWH) effective with billings beginning July 2007 for the 30-month period ending December 2009. The previous rate of 2.400 cents per KWH had been in effect since January 2006. This increase was intended to permit recovery of energy costs based on an estimate of future energy cost, as well as the collection of the existing under recovered energy cost by the end of 2009. During the 30-month period, the Company will be allowed to include a carrying charge associated with the under recovered fuel costs in the fuel expense calculation. In the event the application of this increased Rate ECR factor results in an over recovered position during this period, the Company will pay interest on any such over recovered balance at the same rate used to derive the carrying cost.
The Company’s under recovered fuel costs as of December 31, 2007 totaled $279.8 million as compared to $301.0 million at December 31, 2006. As a result of the Alabama PSC order, the Company classified $81.7 million and $301.0 million of the under recovered regulatory clause revenues as deferred charges and other assets in the balance sheets as of December 31, 2007 and December 31, 2006, respectively. This classification is based on an estimate which includes such factors as weather, generation availability, energy demand, and the price of energy. A change in any of these factors could have a material impact on the timing of the recovery of the under recovered fuel costs.
Natural Disaster Cost Recovery
In February and December 2005, the Company requested and received Alabama PSC approval of an accounting order that allowed the Company to immediately return certain regulatory liabilities to the retail customers. These orders also allowed the Company to simultaneously recover from customers an accrual of approximately $48 million primarily to offset the costs of Hurricane Ivan and restore a positive balance in the NDR. The combined effect of these orders had no impact on the Company’s net income in 2005.
In July 2005 and August 2005, Hurricanes Dennis and Katrina, respectively, hit the coast of Alabama and continued north through the state, causing significant damage in parts of the service territory of the Company. Approximately 241,000 and 637,000 of the Company’s 1.4 million customer accounts were without electrical service immediately after Hurricanes Dennis and Katrina, respectively. The Company sustained significant damage to its distribution and transmission facilities during these storms.

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In August 2005, the Company received approval from the Alabama PSC to defer the Hurricane Dennis storm-related operations and maintenance costs (approximately $28 million). In October 2005, the Company also received similar approval from the Alabama PSC to defer the Hurricane Katrina storm-related operations and maintenance costs (approximately $30 million). The NDR balance at December 31, 2005 was a regulatory asset of $50.6 million.
In December 2005, the Alabama PSC approved a request by the Company to replenish the depleted NDR and allow for recovery of future natural disaster costs. The Alabama PSC order gives the Company authority to record a deficit balance in the NDR when costs of uninsured storm damage exceed any established reserve balance. The order also approved a separate monthly NDR charge consisting of two components which began in January 2006. The first component is intended to establish and maintain a target reserve balance of $75 million for future storms and is an on-going part of customer billing. The Company currently expects that the target reserve balance could be achieved within four years. The second component of the NDR charge is intended to allow recovery of the existing deferred hurricane related operations and maintenance costs and any future reserve deficits over a 24-month period. Absent further Alabama PSC approval, the maximum total NDR charge consisting of both components is $10 per month per non-residential customer account and $5 per month per residential customer account.
At December 31, 2007, the Company had accumulated a balance of $26.1 million in the target reserve for future storms, which is included in the balance sheets under “Other Regulatory Liabilities.” In June 2007, the Company fully recovered its prior storm cost of $51.3 million resulting from Hurricanes Dennis and Katrina. As a result, customer rates decreased by this portion of the NDR charge effective in July 2007.
As revenue from the NDR charge is recognized, an equal amount of operations and maintenance expense related to the NDR will also be recognized. As a result, this increase in revenue and expense will not have an impact on net income, but will increase annual cash flow.
4. JOINT OWNERSHIP AGREEMENTS
The Company and Georgia Power own equally all of the outstanding capital stock of SEGCO, which owns electric generating units with a total rated capacity of 1,020 megawatts, as well as associated transmission facilities. The capacity of these units is sold equally to the Company and Georgia Power under a contract which, in substance, requires payments sufficient to provide for the operating expenses, taxes, interest expense, and a return on equity, whether or not SEGCO has any capacity and energy available. The term of the contract extends automatically for two-year periods, subject to either party’s right to cancel upon two year’s notice. The Company’s share of purchased power totaled $105 million in 2007, $95 million in 2006, and $90 million in 2005 and is included in “Purchased power from affiliates” in the statements of income. The Company accounts for SEGCO using the equity method.
In addition, the Company has guaranteed unconditionally the obligation of SEGCO under an installment sale agreement for the purchase of certain pollution control facilities at SEGCO’s generating units, pursuant to which $24.5 million principal amount of pollution control revenue bonds are outstanding. Also, the Company has guaranteed $50 million principal amount of unsecured senior notes issued by SEGCO for general corporate purposes. Georgia Power has agreed to reimburse the Company for the pro rata portion of such obligations corresponding to its then proportionate ownership of stock of SEGCO if the Company is called upon to make such payment under its guaranty.
At December 31, 2007, the capitalization of SEGCO consisted of $66 million of equity and $104 million of debt on which the annual interest requirement is $3.2 million. SEGCO paid dividends totaling $2.6 million in 2007, $8.5 million in 2006, and $7.7 million in 2005, of which one-half of each was paid to the Company. In addition, the Company recognizes 50% of SEGCO’s net income.
In addition to the Company’s ownership of SEGCO, the Company’s percentage ownership and investment in jointly-owned coal-fired generating plants at December 31, 2007 is as follows:

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    Total Megawatt   Company   Company   Accumulated
Facility   Capacity   Ownership   Investment   Depreciation
                    (in millions)
Greene County
    500       60.00% (1)   $ 121     $ 69  
Plant Miller
Units 1 and 2
    1,320       91.84% (2)     965       418  
 
(1)   Jointly owned with an affiliate, Mississippi Power.
 
(2)   Jointly owned with Alabama Electric Cooperative, Inc.
At December 31, 2007, the Company’s Plant Miller portion of construction work in progress was $49.1 million.
The Company has contracted to operate and maintain the jointly owned facilities as agent for their co-owners. The Company’s proportionate share of its plant operating expenses is included in operating expenses in the statements of income.
5. INCOME TAXES
Southern Company files a consolidated federal income tax return and combined income tax returns for the State of Georgia, State of Mississippi, and the State of Alabama. Under a joint consolidated income tax allocation agreement, each subsidiary’s current and deferred tax expense is computed on a stand-alone basis and no subsidiary is allocated more expense than would be paid if it filed a separate income tax return. In accordance with IRS regulations, each company is jointly and severally liable for the tax liability.
In 2005, in order to avoid the loss of certain federal income tax credits related to the production of synthetic fuel, Southern Company chose to defer certain deductions otherwise available to the subsidiaries. The cash flow benefit associated with the utilization of the tax credits was allocated to the subsidiary that otherwise would have claimed the available deductions on a separate company basis without the deferral. This allocation concurrently reduced the tax benefit of the credits allocated to those subsidiaries that generated the credits. As the deferred expenses are deducted, the benefit of the tax credits will be repaid to the subsidiaries that generated the tax credits. At December 31, 2007 and 2006, the Company had $32.0 million and $34.9 million in accumulated deferred income taxes and $2.9 million and $3.1 million in accrued taxes — income taxes, respectively, payable to these subsidiaries, on the balance sheets.
Current and Deferred Income Taxes
Details of income tax provisions are as follows:
                         
    2007   2006   2005
    (in millions)
Federal —
                       
Current
  $ 287     $ 302     $ 151  
Deferred
    17       (25 )     81  
 
 
    304       277       232  
 
State —
                       
Current
    43       56       27  
Deferred
    4       (3 )     26  
 
 
    47       53       53  
 
Total
  $ 351     $ 330     $ 285  
 
The tax effects of temporary differences between the carrying amounts of assets and liabilities in the financial statements and their respective tax bases, which give rise to deferred tax assets and liabilities, are as follows:

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    2007   2006
    (in millions)
Deferred tax liabilities:
               
Accelerated depreciation
  $ 1,766     $ 1,687  
Property basis differences
    341       341  
Premium on reacquired debt
    36       39  
Pension and other benefits
    340       230  
Fuel clause under recovered
    128       137  
Regulatory assets associated with employee benefit obligations
    90       111  
Asset retirement obligations
    27       28  
Regulatory assets associated with asset retirement obligations
    187       172  
Storm reserve
          10  
Other
    60       57  
 
Total
    2,975       2,812  
 
Deferred tax assets:
               
Federal effect of state deferred taxes
    121       118  
State effect of federal deferred taxes
    96       62  
Unbilled revenue
    31       25  
Storm reserve
    3        
Pension and other benefits
    126       142  
Other comprehensive losses
    10       10  
Regulatory liabilities associated with employee benefit obligations
    178       77  
Asset retirement obligations
    214       200  
Other
    88       83  
 
Total
    867       717  
 
Total deferred tax liabilities, net
    2,108       2,095  
Portion included in current (liabilities) assets, net
    (43 )     22  
 
Accumulated deferred income taxes in the balance sheets
  $ 2,065     $ 2,117  
 
At December 31, 2007, the Company’s tax-related regulatory assets and liabilities were $347 million and $94 million, respectively. These assets are attributable to tax benefits flowed through to customers in prior years and to taxes applicable to capitalized interest. These liabilities are attributable to deferred taxes previously recognized at rates higher than the current enacted tax law and to unamortized investment tax credits.
In accordance with regulatory requirements, deferred investment tax credits are amortized over the lives of the related property with such amortization normally applied as a credit to reduce depreciation in the statements of income. Credits amortized in this manner amounted to $8.0 million in 2007, $8.0 million in 2006, and $8.8 million in 2005. At December 31, 2007, all investment tax credits available to reduce federal income taxes payable had been utilized.
Effective Tax Rate
A reconciliation of the federal statutory income tax rate to the effective income tax rate is as follows:
                         
    2007   2006   2005
 
Federal statutory rate
    35.0 %     35.0 %     35.0 %
State income tax, net of federal deduction
    3.2       4.0       4.2  
Non-deductible book depreciation
    0.9       1.0       1.1  
Differences in prior years’ deferred and current tax rates
    (0.2 )     (0.3 )     (4.1 )
AFUDC-equity
    (1.3 )     (0.7 )     (0.9 )
Production activities deduction
    (0.6 )     (0.2 )     (0.1 )
Other
    (0.7 )     (0.9 )     (0.3 )
 
Effective income tax rate
    36.3 %     37.9 %     34.9 %
 

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In accordance with Alabama PSC orders, the Company returned approximately $30 million of excess deferred income taxes to its ratepayers in 2005, resulting in 3.6% of the “Difference in prior years’ deferred and current tax rates” in the table above. See Note 3 to the financial statements under “Retail Regulatory Matters — Natural Disaster Cost Recovery” for additional information.
The American Jobs Creation Act of 2004 created a tax deduction for a portion of income attributable to United States production activities as defined in Internal Revenue Code Section 199 (production activities deduction). The deduction is equal to a stated percentage of qualified production activities income. The percentage is phased in over the years 2005 through 2010 with a 3% rate applicable to the years 2005 and 2006, a 6% rate applicable for years 2007 through 2009, and a 9% rate applicable for all years after 2009. The increase from 3% in 2006 to 6% in 2007 was one of several factors that increased the Company’s 2007 deduction by $7.8 million over the 2006 deduction. The resulting additional tax benefit was over $3 million.
Unrecognized Tax Benefits
On January 1, 2007, the Company adopted FIN 48 which requires companies to determine whether it is “more likely than not” that a tax position will be sustained upon examination by the appropriate taxing authorities before any part of the benefit can be recorded in the financial statements. It also provides guidance on the recognition, measurement, and classification of income tax uncertainties, along with any related interest and penalties.
Prior to the adoption of FIN 48, the Company had unrecognized tax benefits, which were previously accrued under SFAS No. 5, “Accounting for Contingencies,” of approximately $1.2 million. The total $1.2 million in unrecognized tax benefits would impact the Company’s effective tax rate if recognized. For 2007, the total amount of unrecognized tax benefits increased by $3.6 million, resulting in a balance of $4.8 million as of December 31, 2007.
Changes during the year in unrecognized tax benefits were as follows:
         
    2007
 
    (in millions)
Unrecognized tax benefits as of adoption
  $ 1.2  
Tax positions from current periods
    1.5  
Tax positions from prior periods
    2.1  
Reductions due to settlements
     
Reductions due to expired statute of limitations
     
 
Balance at end of year
  $ 4.8  
 
Impact on the Company’s effective tax rate, if recognized, is as follows:
         
    2007
 
    (in millions)
Tax positions impacting the effective tax rate
  $ 4.8  
Tax positions not impacting the effective tax rate
     
 
Balance at end of year
  $ 4.8  
 
Accrued interest for unrecognized tax benefits:
         
    2007
 
    (in millions)
Interest accrued as of adoption
  $  
Interest accrued during the year
    0.4  
 
Balance at end of year
  $ 0.4  
 
The Company classifies interest on tax uncertainties as interest expense. Net interest accrued for the year ended December 31, 2007 was $0.4 million. The Company did not accrue any penalties on uncertain tax positions.
The IRS has audited and closed all tax returns prior to 2004. The audits for the state returns have either been concluded, or the statute of limitations has expired, for years prior to 2002.

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It is reasonably possible that the amount of the unrecognized benefit with respect to certain of the Company’s unrecognized tax positions will significantly increase or decrease within the next 12 months. The possible settlement of the production activities deduction methodology and/or the conclusion or settlement of federal or state audits could impact the balances significantly. At this time, an estimate of the range of reasonably possible outcomes cannot be determined.
6. FINANCING
Long-Term Debt Payable to Affiliated Trusts
The Company has formed certain wholly owned trust subsidiaries for the purpose of issuing preferred securities. The proceeds of the related equity investments and preferred security sales were loaned back to the Company through the issuance of junior subordinated notes totaling $206 million, which constitute substantially all assets of these trusts and are reflected in the balance sheets as Long-term Debt Payable. The Company considers that the mechanisms and obligations relating to the preferred securities issued for its benefit, taken together, constitute a full and unconditional guarantee by it of the respective trusts’ payment obligations with respect to these securities. At December 31, 2007, preferred securities of $200 million were outstanding. See Note 1 under “Variable Interest Entities” for additional information on the accounting treatment for these trusts and the related securities.
Pollution Control Bonds
Pollution control obligations represent loans to the Company from public authorities of funds or installment purchases of pollution control facilities financed by funds derived from sales by public authorities of revenue bonds. The Company is required to make payments sufficient for the authorities to meet principal and interest requirements of such bonds. The Company incurred obligations related to the issuance of $265.5 million of tax-exempt bonds in 2007. Proceeds from certain issuances are restricted until expenditures are incurred.
Senior Notes
The Company issued a total of $850 million of unsecured senior notes in 2007. The proceeds of these issuances were used to repay short-term indebtedness and for other general corporate purposes.
At December 31, 2007 and 2006, the Company had $4.1 billion and $4.0 billion, respectively, of senior notes outstanding. These senior notes are subordinate to all secured debt of the Company which amounted to approximately $153 million at December 31, 2007.
Subsequent to December 31, 2007, the Company issued $300 million of long-term senior notes. The proceeds were used to repay short-term indebtedness and for other general corporate purposes.
Preference and Common Stock
In 2007, the Company issued eight million new shares of preference stock at $25.00 stated capital per share and realized proceeds of $200 million. In addition, the Company issued 5.725 million new shares of common stock to Southern Company at $40.00 per share and realized proceeds of $229 million. The proceeds of these issuances were used to repay short-term indebtedness and for other general corporate purposes.
Subsequent to December 31, 2007, the Company redeemed 1,250 shares of its Flexible Money Market Class A Preferred Stock (Series 2003A), Stated Capital $100,000 Per Share ($125 million aggregate value).
Outstanding Classes of Capital Stock
The Company currently has preferred stock, Class A preferred stock, preference stock, and common stock authorized and outstanding. The Company’s preferred stock and Class A preferred stock, without preference between classes, rank senior to the Company’s preference stock and common stock with respect to payment of dividends and voluntary or involuntary dissolution. The Company’s preference stock ranks senior to the common stock with respect to the payment of dividends and voluntary or involuntary dissolution. Certain series of the preferred stock, Class A preferred stock, and preference stock are subject to redemption at the option of the Company on or after a specified date (typically 5 or 10 years after the date of issuance).

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Dividend Restrictions
The Company can only pay dividends to Southern Company out of retained earnings or paid-in-capital.
Securities Due Within One Year
At December 31, 2007, the Company had scheduled maturities and redemptions of senior notes and preferred stock due within one year totaling $535 million. At December 31, 2006, the Company had scheduled maturities and redemptions of senior notes due within one year totaling $669 million.
Debt maturities through 2012 applicable to total long-term debt are as follows: $410 million in 2008; $250 million in 2009; $100 million in 2010; $200 million in 2011; and $200 million in 2012.
Assets Subject to Lien
In 2006, the Company discharged its remaining outstanding first mortgage bond obligations and the direct first lien on substantially all of the Company’s fixed property and franchises was removed. The Company has granted liens on certain property in connection with the issuance of certain series of pollution control bonds with an outstanding principal amount of $153 million, as of December 31, 2007.
Bank Credit Arrangements
The Company maintains committed lines of credit in the amount of $1.2 billion (including $582 million of such lines which are dedicated to funding purchase obligations relating to variable rate pollution control bonds), of which $435 million will expire at various times during 2008. $355 million of the credit facilities expiring in 2008 allow for the execution of one-year term loans. $800 million of credit facilities expire in 2012.
Most of the credit arrangements require payment of a commitment fee based on the unused portion of the commitment or the maintenance of compensating balances with the banks. Commitment fees are less than one-fourth of 1% for the Company. Compensating balances are not legally restricted from withdrawal.
Most of the Company’s credit arrangements with banks have covenants that limit the Company’s debt to 65% of total capitalization, as defined in the arrangements. For purposes of calculating these covenants, long-term notes payable to affiliated trusts are excluded from debt but included in capitalization. Exceeding this debt level would result in a default under the credit arrangements. At December 31, 2007, the Company was in compliance with the debt limit covenants. In addition, the credit arrangements typically contain cross default provisions that would be triggered if the Company defaulted on other indebtedness (including guarantee obligations) above a specified threshold. None of the arrangements contain material adverse change clauses at the time of borrowings.
The Company borrows through commercial paper programs that have the liquidity support of committed bank credit arrangements. In addition, the Company borrows from time to time through extendible commercial note programs and uncommitted credit arrangements. As of December 31, 2007, the Company had no commercial paper or extendible commercial notes outstanding. As of December 31, 2006, the Company had $120 million of commercial paper outstanding, and no extendible commercial notes outstanding. During 2007 and 2006, the peak amount outstanding for short-term borrowings was $214 million and $411 million, respectively. The average amount outstanding in 2007 and 2006 was $36 million and $45 million, respectively. The average annual interest rate on short-term borrowings in 2007 was 5.34% and in 2006 was 4.76%. Short-term borrowings are included in notes payable in the balance sheets.
At December 31, 2007, the Company had regulatory approval to have outstanding up to $2.0 billion of short-term borrowings.
Financial Instruments
The Company enters into energy-related derivatives to hedge exposures to electricity, gas, and other fuel price changes. However, due to cost-based rate regulations, the Company has limited exposure to market volatility in commodity fuel prices and prices of electricity. The Company has implemented fuel-hedging programs at the instruction of the Alabama PSC. The Company also enters into hedges of forward electricity sales. There was no material ineffectiveness recorded in earnings in 2007, 2006, and 2005.

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At December 31, 2007, the fair value gains/(losses) of derivative energy contracts were reflected in the financial statements as follows:
         
    Amounts
 
    (in millions)
Regulatory assets, net
  $ (0.7 )
Accumulated other comprehensive income
    0.5  
Net income
    (0.2 )
 
Total fair value
  $ (0.4 )
 
The fair value gain or loss for hedges that are recoverable through the regulatory fuel clauses are recorded in the regulatory assets and liabilities and are recognized in earnings at the same time the hedged items affect earnings. The Company has energy-related hedges in place up to and including 2010.
The Company also enters into derivatives to hedge exposure to changes in interest rates. Derivatives related to variable rate securities or forecasted transactions are accounted for as cash flow hedges. The derivatives employed as hedging instruments are structured to minimize ineffectiveness. As such, no material ineffectiveness has been recorded in earnings for any period presented.
At December 31, 2007, the Company had $246 million notional amount of interest rate derivatives outstanding that related to variable rate tax exempt debt, with net fair value loss of $1.4 million as follows:
                 
        Weighted       Fair Value
Notional   Variable Rate   Average   Hedge Maturity   Gain (Loss)
Amount   Received   Fixed Rate Paid   Date   December 31, 2007
                (in millions)
$246 million
  SIFMA
Index
  2.96%*   February 2010   $(1.4)
 
*   Hedged using the Securities Industry and Financial Markets Association Municipal Swap Index (SIFMA), (Formerly the Bond Market Association/PSA Municipal Swap Index)
Subsequent to December 31, 2007, the Company entered into $330 million notional amounts of interest rate swaps related to variable rate tax exempt debt, to hedge changes in interest rates beginning in February 2008 through February 2010. The weighted average fixed payment rate on these hedges is 2.49%.
The fair value gain or loss for cash flow hedges is recorded in other comprehensive income and is reclassified into earnings at the same time the hedged items affect earnings. In 2007, 2006, and 2005, the Company settled gains (losses) of $(6.2) million, $18.0 million, and $(21.4) million, respectively, upon termination of certain interest derivatives at the same time it issued debt. The effective portions of these gains (losses) have been deferred in other comprehensive income and will be amortized to interest expense over the life of the original interest derivative, which approximates to the related underlying debt.
For the years 2007, 2006, and 2005, approximately $(0.8) million, $9.8 million, and $3.5 million, respectively, of pre-tax gains (losses) were reclassified from other comprehensive income to interest expense. For 2008, pre-tax losses of approximately $0.2 million are expected to be reclassified from other comprehensive income to interest expense. The Company has interest-related hedges in place through 2010 and has gains (losses) that are being amortized through 2035.
7. COMMITMENTS
Construction Program
The Company is engaged in continuous construction programs, currently estimated to total $1.6 billion in 2008, $1.6 billion in 2009, and $1.0 billion in 2010. These amounts include $60 million, $50 million, and $42 million in 2008, 2009, and 2010, respectively, for construction expenditures related to contractual purchase commitments for uranium and nuclear fuel conversion, enrichment, and fabrication services included under “Fuel Commitments.” The construction programs are subject to periodic review and revision, and actual construction costs may vary from the above estimates because of numerous factors. These factors include: changes in business conditions; revised load growth estimates; changes in environmental statutes and regulations; changes in existing nuclear plants to meet new regulatory requirements; changes in FERC rules and regulations; increasing costs of labor, equipment, and materials; and

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cost of capital. At December 31, 2007, significant purchase commitments were outstanding in connection with the construction program. The Company has no generating plants under construction. Construction of new transmission and distribution facilities and capital improvements, including those needed to meet environmental standards for existing generation, transmission, and distribution facilities, will continue.
Long-Term Service Agreements
The Company has entered into Long-Term Service Agreements (LTSAs) with General Electric (GE) for the purpose of securing maintenance support for its combined cycle and combustion turbine generating facilities. The LTSAs provide that GE will perform all planned inspections on the covered equipment, which includes the cost of all labor and materials. GE is also obligated to cover the costs of unplanned maintenance on the covered equipment subject to a limit specified in each contract.
In general, these LTSAs are in effect through two major inspection cycles per unit. Scheduled payments to GE, which are subject to price escalation, are made at various intervals based on actual operating hours of the respective units. Total remaining payments to GE under these agreements for facilities owned are currently estimated at $136 million over the remaining life of the agreements, which are currently estimated to range up to 9 years. However, the LTSAs contain various cancellation provisions at the option of the Company. Payments made to GE prior to the performance of any planned maintenance are recorded as either prepayments or other deferred charges and assets in the balance sheets. Inspection costs are capitalized or charged to expense based on the nature of the work performed.
Purchased Power Commitments
The Company has entered into various long-term commitments for the purchase of electricity. Total estimated minimum long-term obligations at December 31, 2007 were as follows:
                         
    Commitments
    Affiliated   Non-Affiliated   Total
    (in millions)
2008
  $ 50     $ 39     $ 89  
2009
    50       40       90  
2010
    13       23       36  
2011
          2       2  
2012
                 
2013 and thereafter
                 
 
Total commitments
  $ 113     $ 104     $ 217  
 
Limestone Commitments
As part of the Company’s program to reduce sulfur dioxide emissions from certain of its coal plants, the Company is constructing certain equipment and has entered into various long-term commitments for the procurement of limestone to be used in such equipment. Contracts are structured with tonnage minimums and maximums in order to account for changes in coal burn and sulfur content. The Company has a minimum contractual obligation of 3.1 million tons equating to approximately $127 million through 2019. Estimated expenditures over the next five years are $2 million in 2008, $3 million in 2009, $11 million in 2010, $14 million in 2011, and $14 million in 2012.
Fuel Commitments
To supply a portion of the fuel requirements of its generating plants, the Company has entered into various long-term commitments for the procurement of fossil and nuclear fuel. In most cases, these contracts contain provisions for price escalations, minimum purchase levels, and other financial commitments. Coal commitments include forward contract purchases for sulfur dioxide emission allowances. Natural gas purchase commitments contain fixed volumes with prices based on various indices at the time of delivery. Amounts included in the chart below represent estimates based on New York Mercantile Exchange future prices at December 31, 2007. Total estimated minimum long-term commitments at December 31, 2007 were as follows:

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NOTES (continued)
Alabama Power Company 2007 Annual Report
                         
    Commitments
    Natural Gas   Coal   Nuclear Fuel
    (in millions)
2008
  $ 524     $ 1,180     $ 60  
2009
    361       999       50  
2010
    136       679       42  
2011
    17       573       47  
2012
    16       586       46  
2013 and thereafter
    126       1,642       42  
 
Total commitments
  $ 1,180     $ 5,659     $ 287  
 
Additional commitments for fuel will be required to supply the Company’s future needs. Total charges for nuclear fuel included in fuel expense totaled $65 million in 2007, $66 million in 2006, and $64 million in 2005.
SCS may enter into various types of wholesale energy and natural gas contracts acting as an agent for the Company and all of the other traditional operating companies and Southern Power. Under these agreements, each of the traditional operating companies and Southern Power may be jointly and severally liable. The creditworthiness of Southern Power is currently inferior to the creditworthiness of the traditional operating companies. Accordingly, Southern Company has entered into keep-well agreements with the Company and each of the other traditional operating companies to ensure the Company will not subsidize or be responsible for any costs, losses, liabilities, or damages resulting from the inclusion of Southern Power as a contracting party under these agreements.
Operating Leases
The Company has entered into rental agreements for coal rail cars, vehicles, and other equipment with various terms and expiration dates. These expenses totaled $27.7 million in 2007, $30.3 million in 2006, and $27.3 million in 2005. Of these amounts, $20.5 million, $21.5 million, and $17.8 million for 2007, 2006, and 2005, respectively, relate to the rail car leases and are recoverable through the Company’s Rate ECR. At December 31, 2007, estimated minimum rental commitments for non-cancelable operating leases were as follows:
                         
    Minimum Lease Payments
    Rail Cars   Vehicles & Other   Total
    (in millions)
2008
  $ 20     $ 6     $ 26  
2009
    15       6       21  
2010
    11       5       16  
2011
    5       4       9  
2012
    5       2       7  
2013 and thereafter
    17       1       18  
 
Total
  $ 73     $ 24     $ 97  
 
In addition to the rental commitments above, the Company has potential obligations upon expiration of certain leases with respect to the residual value of the leased property. These leases expire in 2009 and 2010, and the Company’s maximum obligations are $19.5 million and $62.2 million, respectively. At the termination of the leases, at the Company’s option, the Company may negotiate an extension, exercise its purchase option, or the property can be sold to a third party. The Company expects that the fair market value of the leased property would substantially eliminate the Company’s payments under the residual value obligations.
Guarantees
At December 31, 2007, the Company had outstanding guarantees related to SEGCO’s purchase of certain pollution control facilities and issuance of senior notes, as discussed in Note 4, and to certain residual values of leased assets as described above in “Operating Leases.”
8. STOCK OPTION PLAN
Southern Company provides non-qualified stock options to a large segment of the Company’s employees ranging from line management to executives. As of December 31, 2007, 1,184 current and former employees of the Company participated in the stock

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NOTES (continued)
Alabama Power Company 2007 Annual Report
option plan. The maximum number of shares of common stock that may be issued under this plan may not exceed 40 million. The prices of options granted to date have been at the fair market value of the shares on the dates of grant. Options granted to date become exercisable pro rata over a maximum period of three years from the date of grant. The Company generally recognizes stock option expense on a straight-line basis over the vesting period which equates to the requisite service period; however, for employees who are eligible for retirement, the total cost is expensed at the grant date. Options outstanding will expire no later than 10 years after the date of grant, unless terminated earlier by the Southern Company Board of Directors in accordance with the stock option plan. For certain stock option awards, a change in control will provide accelerated vesting.
The Company’s activity in the stock option plan for 2007 is summarized below:
                 
    Shares Subject   Weighted Average
    to Option   Exercise Price
 
Outstanding at December 31, 2006
    5,895,129     $ 28.63  
Granted
    1,195,479       36.42  
Exercised
    (896,957 )     26.07  
Cancelled
    (7,221 )     34.51  
 
Outstanding at December 31, 2007
    6,186,430     $ 30.50  
 
Exercisable at December 31, 2007
    3,953,015     $ 27.95  
 
The number of stock options vested and expected to vest in the future, as of December 31, 2007 was not significantly different from the number of stock options outstanding at December 31, 2007 as stated above. As of December 31, 2007, the weighted average remaining contractual term for the options outstanding and options exercisable was 6.4 years and 5.3 years, respectively, and the aggregate intrinsic value for the options outstanding and options exercisable was $51.0 million and $42.7 million, respectively.
As of December 31, 2007, there was $1.4 million of total unrecognized compensation cost related to stock option awards not yet vested. That cost is expected to be recognized over a weighted-average period of approximately 10 months.
The total intrinsic value of options exercised during the years ended December 31, 2007, 2006, and 2005 was $9.7 million, $4.9 million, and $21.9 million, respectively. The actual tax benefit realized by the Company for the tax deductions from stock option exercises totaled $3.7 million, $1.9 million, and $8.5 million, respectively, for the years ended December 31, 2007, 2006, and 2005.
9. NUCLEAR INSURANCE
Under the Price-Anderson Amendments Act (Act), the Company maintains agreements of indemnity with the NRC that, together with private insurance, cover third-party liability arising from any nuclear incident occurring at Plant Farley. The Act provides funds up to $10.8 billion for public liability claims that could arise from a single nuclear incident. Plant Farley is insured against this liability to a maximum of $300 million by American Nuclear Insurers (ANI), with the remaining coverage provided by a mandatory program of deferred premiums that could be assessed, after a nuclear incident, against all owners of nuclear reactors. The Company could be assessed up to $101 million per incident for each licensed reactor it operates but not more than an aggregate of $15 million per incident to be paid in a calendar year for each reactor. Such maximum assessment, excluding any applicable state premium taxes, for the Company is $201 million per incident but not more than an aggregate of $30 million to be paid for each incident in any one year. Both the maximum assessment per reactor and the maximum yearly assessment are adjusted for inflation at least every five years. The next scheduled adjustment is due on or before August 31, 2008.
The Company is a member of Nuclear Electric Insurance Limited (NEIL), a mutual insurer established to provide property damage insurance in an amount up to $500 million for members’ nuclear generating facilities.
Additionally, the Company has policies that currently provide decontamination, excess property insurance, and premature decommissioning coverage up to $2.3 billion for losses in excess of the $500 million primary coverage. This excess insurance is also provided by NEIL.
NEIL also covers the additional costs that would be incurred in obtaining replacement power during a prolonged accidental outage at a member’s nuclear plant. Members can purchase this coverage, subject to a deductible waiting period of up to 26 weeks, with a maximum per occurrence per unit limit of $490 million. After the deductible period, weekly indemnity payments would be received until either the unit is operational or until the limit is exhausted in approximately three years. The Company purchases the maximum limit allowed by NEIL and has elected a 12-week waiting period.

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NOTES (continued)
Alabama Power Company 2007 Annual Report
Under each of the NEIL policies, members are subject to assessments if losses each year exceed the accumulated funds available to the insurer under that policy. The current maximum annual assessments for the Company under the NEIL policies would be $37 million.
Claims resulting from terrorist acts are covered under both the ANI and NEIL policies (subject to normal policy limits). The aggregate, however, that NEIL will pay for all claims resulting from terrorist acts in any 12 month period is $3.2 billion plus such additional amounts NEIL, can recover through reinsurance, indemnity, or other sources.
For all on-site property damage insurance policies for commercial nuclear power plants, the NRC requires that the proceeds of such policies shall be dedicated first for the sole purpose of placing the reactor in a safe and stable condition after an accident. Any remaining proceeds are to be applied next toward the costs of decontamination and debris removal operations ordered by the NRC, and any further remaining proceeds are to be paid either to the Company or to its bond trustees as may be appropriate under the policies and applicable trust indentures.
All retrospective assessments, whether generated for liability, property, or replacement power, may be subject to applicable state premium taxes.
10. QUARTERLY FINANCIAL INFORMATION (UNAUDITED)
Summarized quarterly financial information for 2007 and 2006 are as follows:
                         
                    Net Income After
    Operating   Operating   Dividends on Preferred
Quarter Ended     Revenues   Income   and Preference Stock
 
    (in millions)
March 2007
  $ 1,197     $ 255     $ 115  
June 2007
    1,336       311       147  
September 2007
    1,635       476       246  
December 2007
    1,192       173       72  
 
March 2006
  $ 1,073     $ 198     $ 82  
June 2006
    1,249       258       118  
September 2006
    1,572       458       238  
December 2006
    1,121       196       80  
 
The Company’s business is influenced by seasonal weather conditions.

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SELECTED FINANCIAL AND OPERATING DATA 2003-2007
Alabama Power Company 2007 Annual Report
                                         
 
    2007     2006     2005     2004     2003  
 
Operating Revenues (in thousands)
  $ 5,359,993     $ 5,014,728     $ 4,647,824     $ 4,235,991     $ 3,960,161  
Net Income after Dividends on Preferred and Preference Stock (in thousands)
  $ 579,582     $ 517,730     $ 507,895     $ 481,171     $ 472,810  
Cash Dividends on Common Stock (in thousands)
  $ 465,000     $ 440,600     $ 409,900     $ 437,300     $ 430,200  
Return on Average Common Equity (percent)
    13.73       13.23       13.72       13.53       13.75  
Total Assets (in thousands)
  $ 15,746,625     $ 14,655,290     $ 13,689,907     $ 12,781,525     $ 12,099,575  
Gross Property Additions (in thousands)
  $ 1,203,300     $ 960,759     $ 890,062     $ 786,298     $ 661,154  
 
Capitalization (in thousands):
                                       
Common stock equity
  $ 4,410,683     $ 4,032,287     $ 3,792,726     $ 3,610,204     $ 3,500,660  
Preferred and preference stock
    683,512       612,407       465,046       465,047       372,512  
Mandatorily redeemable preferred securities
                            300,000  
Long-term debt
    4,750,196       4,148,185       3,869,465       4,164,536       3,377,148  
 
Total (excluding amounts due within one year)
  $ 9,844,391     $ 8,792,879     $ 8,127,237     $ 8,239,787     $ 7,550,320  
 
Capitalization Ratios (percent):
                                       
Common stock equity
    44.8       45.9       46.7       43.8       46.4  
Preferred and preference stock
    6.9       7.0       5.7       5.6       4.9  
Mandatorily redeemable preferred securities
                            4.0  
Long-term debt
    48.3       47.1       47.6       50.6       44.7  
 
Total (excluding amounts due within one year)
    100.0       100.0       100.0       100.0       100.0  
 
Security Ratings:
                                       
First Mortgage Bonds —
                                       
Moody’s
                A1       A1       A1  
Standard and Poor’s
                A+       A       A  
Fitch
                AA-       AA-       A+  
Preferred Stock/ Preference Stock —
                                       
Moody’s
    Baa1       Baa1       Baa1       Baa1       Baa1  
Standard and Poor’s
    BBB+       BBB+       BBB+       BBB+       BBB+  
Fitch
    A       A       A       A       A-  
Unsecured Long-Term Debt —
                                       
Moody’s
    A2       A2       A2       A2       A2  
Standard and Poor’s
    A       A       A       A       A  
Fitch
    A+       A+       A+       A+       A  
 
Customers (year-end):
                                       
Residential
    1,207,883       1,194,696       1,184,406       1,170,814       1,160,129  
Commercial
    216,830       214,723       212,546       208,547       204,561  
Industrial
    5,849       5,750       5,492       5,260       5,032  
Other
    772       766       759       753       757  
 
Total
    1,431,334       1,415,935       1,403,203       1,385,374       1,370,479  
 
Employees (year-end)
    6,980       6,796       6,621       6,745       6,730  
 

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SELECTED FINANCIAL AND OPERATING DATA 2003-2007 (continued)
Alabama Power Company 2007 Annual Report
                                         
 
    2007     2006     2005     2004     2003  
 
Operating Revenues (in thousands):
                                       
Residential
  $ 1,833,563     $ 1,664,304     $ 1,476,211     $ 1,346,669     $ 1,276,800  
Commercial
    1,313,642       1,172,436       1,062,341       980,771       913,697  
Industrial
    1,238,368       1,140,225       1,065,124       948,528       844,538  
Other
    21,383       18,766       17,745       16,860       16,428  
 
Total retail
    4,406,956       3,995,731       3,621,421       3,292,828       3,051,463  
Wholesale — non-affiliates
    627,047       634,552       551,408       483,839       487,456  
Wholesale — affiliates
    144,089       216,028       288,956       308,312       277,287  
 
Total revenues from sales of electricity
    5,178,092       4,846,311       4,461,785       4,084,979       3,816,206  
Other revenues
    181,901       168,417       186,039       151,012       143,955  
 
Total
  $ 5,359,993     $ 5,014,728     $ 4,647,824     $ 4,235,991     $ 3,960,161  
 
Kilowatt-Hour Sales (in thousands):
                                       
Residential
    18,874,039       18,632,935       18,073,783       17,368,321       16,959,566  
Commercial
    14,761,243       14,355,091       14,061,650       13,822,926       13,451,757  
Industrial
    22,805,676       23,187,328       23,349,769       22,854,399       21,593,519  
Other
    200,874       199,445       198,715       198,253       203,178  
 
Total retail
    56,641,832       56,374,799       55,683,917       54,243,899       52,208,020  
Sales for resale — non-affiliates
    15,769,485       15,978,465       15,442,728       15,483,420       17,085,376  
Sales for resale — affiliates
    3,241,168       5,145,107       5,735,429       7,233,880       9,422,301  
 
Total
    75,652,485       77,498,371       76,862,074       76,961,199       78,715,697  
 
Average Revenue Per Kilowatt-Hour (cents):
                                       
Residential
    9.71       8.93       8.17       7.75       7.53  
Commercial
    8.90       8.17       7.55       7.10       6.79  
Industrial
    5.43       4.92       4.56       4.15       3.91  
Total retail
    7.78       7.09       6.50       6.07       5.84  
Wholesale
    4.06       4.03       3.97       3.49       2.88  
Total sales
    6.84       6.25       5.80       5.31       4.85  
Residential Average Annual Kilowatt-Hour Use Per Customer
    15,696       15,663       15,347       14,894       14,688  
Residential Average Annual Revenue Per Customer
  $ 1,525     $ 1,399     $ 1,253     $ 1,155     $ 1,106  
Plant Nameplate Capacity Ratings (year-end) (megawatts)
    12,222       12,222       12,216       12,216       12,174  
Maximum Peak-Hour Demand (megawatts):
                                       
Winter
    10,144       10,309       9,812       9,556       10,409  
Summer
    12,211       11,744       11,162       10,938       10,462  
Annual Load Factor (percent)
    59.4       61.8       63.2       63.2       64.1  
Plant Availability (percent):
                                       
Fossil-steam
    88.21       89.6       90.5       87.8       85.9  
Nuclear
    87.47       93.3       92.9       88.7       94.7  
 
Source of Energy Supply (percent):
                                       
Coal
    60.9       60.2       59.5       56.5       56.5  
Nuclear
    16.5       17.4       17.2       16.4       17.0  
Hydro
    1.8       3.8       5.6       5.6       7.0  
Gas
    8.7       7.6       6.8       8.9       7.6  
Purchased power —
                                       
From non-affiliates
    1.8       2.1       3.8       5.4       4.1  
From affiliates
    10.3       8.9       7.1       7.2       7.8  
 
Total
    100.0       100.0       100.0       100.0       100.0  
 

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GEORGIA POWER COMPANY
FINANCIAL SECTION

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MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Georgia Power Company 2007 Annual Report
The management of Georgia Power Company (the “Company”) is responsible for establishing and maintaining an adequate system of internal control over financial reporting as required by the Sarbanes-Oxley Act of 2002 and as defined in Exchange Act Rule 13a-15(f). A control system can provide only reasonable, not absolute, assurance that the objectives of the control system are met.
Under management’s supervision, an evaluation of the design and effectiveness of the Company’s internal control over financial reporting was conducted based on the framework in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management concluded that the Company’s internal control over financial reporting was effective as of December 31, 2007.
This Annual Report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s independent registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this Annual Report.
/s/ Michael D. Garrett
Michael D. Garrett
President and Chief Executive Officer
/s/ Cliff S. Thrasher
Cliff S. Thrasher
Executive Vice President, Chief Financial Officer, and Treasurer
February 25, 2008

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Georgia Power Company
We have audited the accompanying balance sheets and statements of capitalization of Georgia Power Company (the “Company”) (a wholly owned subsidiary of Southern Company) as of December 31, 2007 and 2006, and the related statements of income, comprehensive income, common stockholder’s equity, and cash flows for each of the three years in the period ended December 31, 2007. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such financial statements (pages II-186 to II-223) present fairly, in all material respects, the financial position of Georgia Power Company at December 31, 2007 and 2006, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2007, in conformity with accounting principles generally accepted in the United States of America.
As discussed in Note 5 to the financial statements, in 2007 the Company changed its method of accounting for uncertainty in income taxes. As discussed in Note 2 to the financial statements, in 2006 the Company changed its method of accounting for the funded status of defined benefit pension and other postretirement plans.

/s/   Deloitte & Touche LLP
Atlanta, Georgia
February 25, 2008

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
Georgia Power Company 2007 Annual Report
OVERVIEW
Business Activities
Georgia Power Company (the Company) operates as a vertically integrated utility providing electricity to retail customers within its traditional service area located within the State of Georgia and to wholesale customers in the Southeast.
Many factors affect the opportunities, challenges, and risks of the Company’s business of selling electricity. These factors include the ability to maintain a stable regulatory environment, to achieve energy sales growth, and to effectively manage and secure timely recovery of rising costs. These costs include those related to growing demand, increasingly stringent environmental standards, and fuel prices. In December 2007, the Company completed a major retail rate proceeding (2007 Retail Rate Plan) that should provide earnings stability over the term of the 2007 Retail Rate Plan. This regulatory action also enables the recovery of substantial capital investments to facilitate the continued reliability of the transmission and distribution networks, continued generation and other investments as well as the recovery of increased operating costs. The 2007 Retail Rate Plan includes a tariff specifically for the recovery of costs related to environmental controls mandated by state and federal regulations. Appropriately balancing required costs and capital expenditures with customer prices will continue to challenge the Company for the foreseeable future. The Company is required to file a general rate case by July 1, 2010, which will determine whether the 2007 Retail Rate Plan should be continued, modified, or discontinued. The Company also received regulatory orders to increase its fuel cost recovery rate effective June 1, 2005, July 1, 2006, and March 1, 2007. The Company is required to file its next fuel cost recovery case by March 1, 2008.
Key Performance Indicators
In striving to maximize shareholder value while providing cost-effective energy to more than two million customers, the Company continues to focus on several key indicators. These indicators include customer satisfaction, plant availability, system reliability, and net income after dividends on preferred and preference stock. The Company’s financial success is directly tied to the satisfaction of its customers. Key elements of ensuring customer satisfaction include outstanding service, high reliability, and competitive prices. Management uses customer satisfaction surveys and reliability indicators to evaluate the Company’s results.
Peak season equivalent forced outage rate (Peak Season EFOR) is an indicator of fossil/hydro plant availability and efficient generation fleet operations during the months when generation needs are greatest. The rate is calculated by dividing the number of hours of forced outages by total generation hours. The 2007 fossil/hydro Peak Season EFOR of 2.23% was better than target. The nuclear generating fleet also uses Peak Season EFOR as an indicator of availability and efficient generation fleet operations during the peak season. The 2007 nuclear Peak Season EFOR of 1.23% was also better than target. Transmission and distribution system reliability performance is measured by the frequency and duration of outages. Performance targets for reliability are set internally based on historical performance, expected weather conditions, and expected capital expenditures. The 2007 performance was better than target for these reliability measures. Net income after dividends on preferred and preference stock is the primary component of the Company’s contribution to Southern Company’s earnings per share goal.

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MANAGEMENT’S DISCUSSION AND ANALYSIS (continued)
Georgia Power Company 2007 Annual Report
The Company’s 2007 results compared to its targets for some of these key indicators are reflected in the following chart:
             
    2007   2007
    Target   Actual
Key Performance Indicator   Performance     Performance
 
 
           
Customer Satisfaction
  Top quartile in
customer surveys
  Top quartile in
customer surveys
 
           
Peak Season EFOR — fossil/hydro
  2.75% or less     2.23 %
 
           
Peak Season EFOR — nuclear
  2.00% or less     1.23 %
 
           
Net Income
  $835 million   $836 million
See RESULTS OF OPERATIONS herein for additional information on the Company’s financial performance. The financial performance achieved in 2007 reflects the continued emphasis that management places on these indicators, as well as the commitment shown by employees in achieving or exceeding management’s expectations.
Earnings
The Company’s 2007 net income after dividends on preferred and preference stock totaled $836 million representing a $48.9 million, or 6.2%, increase over 2006. Operating income increased slightly in 2007 primarily due to increased operating revenues from transmission and outdoor lighting and decreased property taxes. Net income increased primarily due to higher allowance for equity funds used during construction and lower income tax expenses resulting from the Company’s donation of Tallulah Gorge to the State of Georgia. This net income increase was partially offset by higher non-fuel operating expenses and increased financing costs. The Company’s 2006 earnings totaled $787 million representing a $42.9 million, or 5.8%, increase over 2005. Operating income increased in 2006 due to higher base retail revenues and wholesale non-fuel revenues, partially offset by higher non-fuel operating expenses. The Company’s 2005 earnings totaled $744 million representing a $61.6 million, or 9.0%, increase over 2004. Operating income increased in 2005 due to higher base retail revenues resulting from retail rate increases and favorable weather conditions, partially offset by an increase in non-fuel operating expenses.
RESULTS OF OPERATIONS
A condensed income statement for the Company follows:
                                 
            Increase (Decrease)
    Amount   from Prior Year
    2007   2007   2006   2005
 
            (in millions)        
Operating revenues
  $ 7,572     $ 326     $ 170     $ 1,348  
 
Fuel
    2,641       408       296       649  
Purchased power
    1,050       (95 )     (171 )     215  
Other operations and maintenance
    1,562       1       (11 )     86  
Depreciation and amortization
    511       13       (28 )     230  
Taxes other than income taxes
    291       (8 )     23       33  
 
Total operating expenses
    6,055       319       109       1,213  
 
Operating income
    1,517       7       61       135  
Total other income and (expense)
    (257 )     18       (22 )     (19 )
Income taxes
    418       (25 )     (5 )     54  
 
Net income
    842       50       44       62  
Dividends on preferred and preference stock
    6       1       1       1  
 
Net income after dividends on preferred and preference stock
  $ 836     $ 49     $ 43     $ 61  
 

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Georgia Power Company 2007 Annual Report
Operating Revenues
Operating revenues in 2007, 2006, and 2005, and the percent of change from the prior year were as follows:
                         
    Amount
    2007   2006   2005
 
            (in millions)        
Retail — prior year
  $ 6,205.6     $ 6,064.4     $ 5,118.8  
Estimated change in —
Rates and pricing
    (66.2 )     (76.8 )     270.7  
Sales growth
    46.5       76.6       67.4  
Weather
    17.7       7.5       21.7  
Fuel cost recovery
    294.4       133.9       585.8  
 
Retail — current year
    6,498.0       6,205.6       6,064.4  
 
Wholesale revenues —
Non-affiliates
    537.9       551.7       524.8  
Affiliates
    277.9       252.6       275.5  
 
Total wholesale revenues
    815.8       804.3       800.3  
 
Other operating revenues
    257.9       235.7       211.1  
 
Total operating revenues
  $ 7,571.7     $ 7,245.6     $ 7,075.8  
 
Percent change
    4.5 %     2.4 %     23.5 %
 
Retail base revenues were $3.8 billion in 2007. There was not a material change in total retail base revenues compared to 2006, although industrial base revenues decreased $56.5 million, or 8.5%, primarily due to lower sales and a lower contribution from market-driven rates for large commercial and industrial customers. This decrease was partially offset by a $31.8 million, or 2.1%, increase in residential base revenues as well as a $22.6 million, or 1.5%, increase in commercial base revenues primarily due to higher sales from favorable weather and customer growth of 1.2%. Retail base revenues of $3.8 billion in 2006 increased $7 million, or 0.2%, from 2005 primarily due to customer growth of 1.9% and more favorable weather, partially offset by lower contributions from market-driven rates to large commercial and industrial customers. Retail base revenues of $3.8 billion in 2005 increased by $360 million, or 10.6%, from 2004 primarily due to the retail rate increases effective January 1, 2005 and June 1, 2005, sustained economic strength, customer growth, more favorable weather, and generally higher prices to large business customers.
Electric rates include provisions to adjust billings for fluctuations in fuel costs, including the energy component of purchased power costs. Under these fuel cost recovery provisions, fuel revenues generally equal fuel expenses, including the fuel component of purchased power, and do not affect net income. See FUTURE EARNINGS POTENTIAL — “PSC Matters — Fuel Cost Recovery” herein for additional information.
Wholesale revenues from sales to non-affiliated utilities were:
                         
    2007   2006   2005
 
    (in millions)
Unit power sales —
                       
Capacity
  $ 33     $ 33     $ 33  
Energy
    33       38       32  
 
Total
    66       71       65  
 
Other power sales —
                       
Capacity and other
    158       165       155  
Energy
    314       316       305  
 
Total
    472       481       460  
 
Total non-affiliated
  $ 538     $ 552     $ 525  
 

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Georgia Power Company 2007 Annual Report
Revenues from unit power sales have remained relatively constant in all periods presented. Revenues from other non-affiliated sales decreased $9.6 million, or 2.0%, in 2007, and increased $21.0 million, or 4.6%, and $273.2 million, or 146.2%, in 2006 and 2005, respectively. The decrease in 2007 was primarily due to a decrease in revenues from large territorial contracts resulting from lower emissions allowance prices. The increase in 2006 was due to a 0.6% increase in the demand for kilowatt-hour (KWH) energy sales due to a new contract with an electrical membership corporation (EMC) that went into effect in April 2006. The increase in 2005 was primarily due to contracts with 30 EMCs that went into effect in January 2005 which increased the demand for energy.
Wholesale revenues from sales to affiliated companies within the Southern Company system will vary from year to year depending on demand and the availability and cost of generating resources at each company. These affiliated sales and purchases are made in accordance with the Intercompany Interchange Contract (IIC), as approved by the Federal Energy Regulatory Commission (FERC). In 2007, KWH energy sales to affiliates decreased 5.0% while revenues from sales to affiliates increased 10.0%. This was primarily due to the increased cost of fuel and other marginal generation costs. In 2006 and 2005, KWH energy sales to affiliates increased 8.5% and 2.2%, respectively, due to higher demand. However, revenues from these sales decreased by 8.3% in 2006 due to reduced cost per KWH delivered while revenues from these sales increased 59.8% in 2005 due to higher fuel prices. These transactions do not have a significant impact on earnings since this energy is generally sold at marginal cost.
Other operating revenues increased $22.2 million, or 9.4%, in 2007 primarily due to an $11.6 million increase in transmission revenues due to the increased usage of the Company’s transmission system by non-affiliated companies, a $7.9 million increase in revenues from outdoor lighting activities due to a 10% increase in the number of lighting customers, and a $4.0 million increase from customer fees. Other operating revenues increased $24.6 million, or 11.6%, in 2006 primarily due to increased revenues of $14.1 million related to work performed for the other owners of the integrated transmission system (ITS) in the State of Georgia, higher customer fees of $4.6 million, and higher outdoor lighting revenues of $6.1 million. Other operating revenues increased $26.1 million, or 14.1%, in 2005 primarily due to higher transmission revenues of $16 million related to work performed for the other owners of the ITS, higher revenues under the open access tariff agreement, higher outdoor lighting revenues of $5.4 million, and higher customer fees that went into effect in 2005 of $5.9 million.
Energy Sales
Changes in revenues are influenced heavily by the change in volume of energy sold from year to year. KWH sales for 2007 and the percent change by year follow:
                                 
    KWH   Percent Change
    2007   2007   2006   2005
 
    (in billions)                        
Residential
    26.8       2.4 %     2.7 %     2.7 %
Commercial
    33.1       2.9       2.5       6.0  
Industrial
    25.5       (0.3 )     (1.0 )     (5.0 )
Other
    0.7       5.6       (10.5 )     (1.0 )
 
Total retail
    86.1       1.8       1.4       1.3  
 
                               
Wholesale
                               
Non-affiliates
    10.6       (1.0 )     0.9       95.0  
Affiliates
    5.2       (5.0 )     8.5       2.2  
 
Total wholesale
    15.8       (2.3 )     3.4       50.9  
 
Total energy sales
    101.9       1.1 %     1.7 %     6.9 %
 
Residential KWH sales increased 2.4% in 2007 over 2006 due to favorable weather and a 1.3% increase in residential customers. Commercial KWH sales increased 2.9% in 2007 over 2006 primarily due to favorable weather and a 0.3% increase in commercial customers. Industrial KWH sales decreased 0.3% primarily due to reduced demand and closures within the textile industry; however, this was partially offset by a 2.9% increase in the number of industrial customers.
Residential KWH sales increased 2.7% in 2006 over 2005 due to customer growth of 1.9% and more favorable weather. Commercial KWH sales increased 2.5% in 2006 over 2005 due to customer growth of 2.0% and a reclassification of customers from industrial to

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Georgia Power Company 2007 Annual Report
commercial to be consistent with the rate structure approved by the Georgia Public Service Commission (PSC). Industrial KWH sales decreased 1.0% due to a 3.4% decrease in the number of customers as a result of this reclassification.
Residential KWH sales increased 2.7% in 2005 over 2004 due to more favorable weather, customer growth of 1.8%, and a 0.9% increase in the average energy consumption per customer. Commercial KWH sales increased 6.0% in 2005 when compared to 2004 due to more favorable weather, sustained economic strength, customer growth of 1.9%, and a reclassification of customers from industrial to commercial to be consistent with the rate structure approved by the Georgia PSC. Industrial KWH sales decreased 5.0% primarily due to this reclassification of customers.
Fuel and Purchased Power Expenses
Fuel costs constitute the single largest expense for the Company. The mix of fuel sources for generation of electricity is determined primarily by demand, the unit cost of fuel consumed, and the availability of generating units. Additionally, the Company purchases a portion of its electricity needs from the wholesale market. Details of the Company’s electricity generated and purchased were as follows:
                         
    2007   2006   2005
 
Total generation (billions of KWHs)
    87.0       83.7       82.7  
Total purchased power (billions of KWHs)
    18.9       21.9       20.5  
 
Sources of generation (percent)
                       
Coal
    75       75       76  
Nuclear
    18       18       18  
Gas
    7       6       4  
Hydro
          1       2  
 
Cost of fuel, generated (cents per net KWH)
                       
Coal
    2.87       2.58       1.91  
Nuclear
    0.51       0.47       0.47  
Gas
    6.28       5.76       14.03  
 
Average cost of fuel, generated (cents per net KWH)
    2.68       2.39       2.12  
Average cost of purchased power (cents per net KWH)
    7.27       6.38       7.51  
 
Fuel and purchased power expenses were $3.7 billion in 2007, an increase of $312.9 million, or 9.3%, above prior year costs. This increase was driven by a $414.5 million increase in total energy costs due to the higher average cost of fuel and purchased power. This was partially offset by a $101.6 million reduction due to less KWHs purchased.
Fuel and purchased power expenses were $3.4 billion in 2006, an increase of $124.4 million, or 3.8%, above prior year costs. This increase was driven by a $146.1 million increase related to higher KWHs generated and purchased partially offset by a $21.7 million decrease in the average cost of fuel and purchased power.
Fuel and purchased power expenses were $3.3 billion in 2005, an increase of $863.4 million, or 36.1%, above prior year costs. This increase was the result of an $881.2 million increase in the average cost of fuel and purchased power partially offset by a $17.8 million decrease related to total lower KWHs generated and purchased.
In 2007, the Company entered into power purchase agreements (PPAs) with companies to purchase a total of approximately 1,795 megawatts (MW). These contracts start in 2010. These agreements have been approved by the Georgia PSC and the FERC, as required. Of the total capacity, approximately 561 MW will expire in 2017, 292 MW in 2025, and 942 MW in 2030. These contracts are expected to result in higher non-fuel expenses that will be subject to recovery through future base rates. Additionally, in December 2007 and January 2008, the Company entered into two biomass renewable generation contracts for 50 MW each. Both contracts begin in 2010 and one expires in 2025 and the other expires in 2030.

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Georgia Power Company 2007 Annual Report
In 2006, the Company entered into three PPAs to purchase a total of approximately 1,000 MW annually from June 2009 through May 2024. These agreements were approved by the Georgia PSC.
These agreements satisfy growth and replace expiring agreements. The agreements are expected to result in higher non-fuel expenses that will be subject to recovery through future base rates.
While there has been a significant upward trend in the cost of coal and natural gas since 2003, prices moderated somewhat in 2006 and 2007. Coal prices have been influenced by a worldwide increase in demand from developing countries, as well as increases in mining and fuel transportation costs. While demand for natural gas in the United States continued to increase in 2007, natural gas supplies have also risen due to increased production and higher storage levels. During 2007, uranium prices were volatile and increased over the course of the year due to increasing long-term demand, with primary production levels at approximately 55% to 60% of demand. Secondary supplies and inventories were sufficient to fill the primary production shortfall.
Fuel expenses generally do not affect net income, since they are offset by fuel revenues under the Company’s fuel cost recovery provisions. See FUTURE EARNINGS POTENTIAL — “PSC MATTERS — Fuel Cost Recovery” for additional information.
Other Operations and Maintenance Expenses
In 2007, the total change in other operations and maintenance expenses was immaterial compared to 2006.
In 2006, other operations and maintenance expenses decreased $11.0 million, or 0.7%, from the prior year. Maintenance for generating plants decreased $20.0 million in 2006 as a result of fewer scheduled outages than 2005, offset by an increase of $18.2 million for transmission and distribution expenses related to load dispatching and overhead line maintenance. Also contributing to the decrease were lower employee benefit expenses related to medical benefits and lower workers compensation expense of $23.2 million, partially offset by lower pension income of $13.7 million.
In 2005, other operations and maintenance expenses increased $86 million, or 5.8%. Maintenance for generating plant and transmission and distribution increased $27.5 million and $15.9 million, respectively, as a result of scheduled outages and, to a lesser extent, certain flexible projects planned for other periods. Increased employee benefit expense of $18.9 million related to pension and medical benefits and higher property insurance costs of $4.6 million resulting from storm damage also contributed to the increase. Customer assistance expense and uncollectible account expense also increased an additional $9.3 million in 2005 over 2004, primarily as a result of promotional expenses related to an energy efficiency program and an increased number of customer bankruptcies.
Depreciation and Amortization
Depreciation and amortization increased $12.4 million, or 2.5%, in 2007 from the prior year primarily due to a 3.4% increase in plant in service from the prior year. This increase was partially offset by a decrease in amortization due to a regulatory liability related to the inclusion of certified PPAs in retail rates as ordered by the Georgia PSC under the terms of the retail rate plan for the three years ended December 31, 2007 (2004 Retail Rate Plan). Depreciation and amortization decreased $27.9 million, or 5.3%, in 2006 from the prior year due to the scheduled decrease in amortization related to this regulatory liability. This decrease was partially offset by a $15.9 million, or 3.2%, increase in depreciation expense in 2006 over 2005 due to an increase in plant in service. Depreciation and amortization increased $230 million, or 77.5%, in 2005 over 2004 primarily due to the expiration at the end of 2004 of certain accelerated amortization provisions of the previously existing retail rate plan. See Note 3 to the financial statements under “Retail Regulatory Matters — Rate Plans” for additional information.
Taxes Other than Income Taxes
Taxes other than income taxes decreased $7.7 million, or 2.6%, in 2007 primarily due to the resolution of a dispute regarding property taxes in Monroe County, Georgia. See Note 3 to the financial statements under “Property Tax Dispute” for additional information. Taxes other than income taxes increased $22.8 million, or 8.3%, in 2006 primarily due to higher property taxes of $13.3 million as a result of an increase in property values and higher municipal gross receipts taxes of $9.1 million as a result of increased retail operating revenues. Taxes other than income taxes increased $33 million, or 13.6%, in 2005 primarily due to higher municipal gross receipts taxes of $18.1 million resulting from increased retail operating revenues and higher property taxes of $14.0 million.

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Georgia Power Company 2007 Annual Report
Allowance for Equity Funds Used During Construction
Allowance for equity funds used during construction (AFUDC) increased $36.7 million, or 116.3%, in 2007 primarily due to the increase in the Company’s construction work in progress balance related to ongoing transmission, distribution, and environmental projects. AFUDC remained relatively constant in 2006 and 2005.
Interest Expense, Net of Amounts Capitalized
Interest expense increased $25.5 million, or 8.0%, in 2007 primarily due to a 13.9% increase in long-term debt levels due to the issuance of additional senior notes and pollution control bonds. Interest expense increased $22.5 million, or 7.6%, in 2006 primarily due to generally higher interest rates on variable rate debt and commercial paper, the issuance of additional senior notes, and higher average balances of short-term debt. Interest expense increased $40.6 million, or 15.9%, in 2005 primarily due to the issuance of additional senior notes and generally higher interest rates on variable rate debt and commercial paper.
Other Income and (Expense), Net
Other income and (expense), net increased $5.8 million, or 66.5%, in 2007 primarily due to $4.0 million from land and timber sales. Other income and (expense), net increased $1.9 million, or 26.7%, in 2006 primarily due to reduced expenses of $2.9 million and $5.0 million related to the employee stock ownership plan and charitable donations, respectively, and increased revenues of $3.6 million, $5.4 million, and $3.4 million related to a residential pricing program, customer contracting, and customer facilities charges, respectively. These increases were partially offset by net financial gains on gas hedges of $18.6 million in 2005. Other income and (expense), net increased $21.5 million in 2005 from 2004, or 148.0%, primarily due to $16.8 million of additional gas hedge gains.
Income Taxes
Income taxes decreased $24.8 million, or 5.6%, in 2007 primarily due to state and federal deductions for the Company’s donation of 2,200 acres in the Tallulah Gorge area to the State of Georgia and higher federal manufacturing deductions. In 2006, income taxes decreased $5.1 million, or 1.1%, primarily due to the recognition of state tax credits. In 2005, income taxes increased $53.5 million, or 13.6%, primarily due to higher pre-tax net income. See Note 5 to the financial statements for additional information.
Effects of Inflation
The Company is subject to rate regulation that is based on the recovery of historical costs. When historical costs are included, or when inflation exceeds projected costs used in rate regulation or market-based prices, the effects of inflation can create an economic loss since the recovery of costs could be in dollars that have less purchasing power. In addition, income tax laws are based on historical costs. While the inflation rate has been relatively low in recent years, it continues to have an adverse effect on the Company because of the large investment in utility plant 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, preferred securities, preferred stock, and preference stock. Any recognition of inflation by regulatory authorities is reflected in the rate of return allowed in the Company’s approved electric rates.
FUTURE EARNINGS POTENTIAL
General
The Company operates as a vertically integrated utility providing electricity to retail customers within its traditional service area located within the State of Georgia and to wholesale customers in the Southeast. Prices for electricity provided by the Company to retail customers are set by the Georgia PSC under cost-based regulatory principles. Prices for electricity relating to PPAs, interconnecting transmission lines, and the exchange of electric power are set by the FERC. Retail rates and revenues are reviewed and adjusted periodically with certain limitations. See ACCOUNTING POLICIES — “Application of Critical Accounting Policies and Estimates — Electric Utility Regulation” herein and Note 3 to the financial statements under “Retail Regulatory Matters” and “FERC Matters” for additional information about regulatory matters.

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Georgia Power Company 2007 Annual Report
The results of operations for the past three years are not necessarily indicative of future earnings potential. The level of the Company’s future earnings depends on numerous factors that affect the opportunities, challenges, and risks of the Company’s business of selling electricity. These factors include the ability of the Company to maintain a stable regulatory environment that continues to allow for the recovery of all prudently incurred costs during a time of increasing costs. Future earnings in the near term will depend, in part, upon growth in energy sales, which is subject to a number of factors. These factors include weather, competition, new energy contracts with neighboring utilities, energy conservation practiced by customers, the price of electricity, the price elasticity of demand, and the rate of economic growth in the Company’s service area.
Environmental Matters
Compliance costs related to the Clean Air Act and other environmental statutes and regulations could affect earnings if such costs cannot continue to be fully recovered in rates on a timely basis. Environmental compliance spending over the next several years may exceed amounts estimated. Some of the factors driving the potential for such an increase are higher commodity costs, market demand for labor, and scope additions and clarifications. The timing, specific requirements, and estimated costs could also change as environmental statutes and regulations are adopted or modified. Under the 2007 Retail Rate Plan approved by the Georgia PSC on December 18, 2007, an environmental compliance cost recovery (ECCR) tariff was implemented on January 1, 2008 to allow for the recovery of most of the costs related to environmental controls mandated by state and federal regulation scheduled for completion in 2008, 2009, and 2010. See Note 3 to the financial statements under “Rate Plans” for additional information.
New Source Review Actions
In November 1999, the Environmental Protection Agency (EPA) brought a civil action in the U.S. District Court for the Northern District of Georgia against certain Southern Company subsidiaries, including Alabama Power and the Company, alleging that these subsidiaries had violated the New Source Review (NSR) provisions of the Clean Air Act and related state laws at certain coal-fired generating facilities including the Company’s Plants Bowen and Scherer. Through subsequent amendments and other legal procedures, the EPA filed a separate action in January 2001 against Alabama Power in the U.S. District Court for the Northern District of Alabama after Alabama Power was dismissed from the original action. In these lawsuits, the EPA alleged that NSR violations occurred at eight coal-fired generating facilities operated by Alabama Power and the Company. The civil actions request penalties and injunctive relief, including an order requiring the installation of the best available control technology at the affected units. The action against the Company has been administratively closed since the spring of 2001, and the case has not been reopened.
In June 2006, the U.S. District Court for the Northern District of Alabama entered a consent decree between Alabama Power and the EPA, resolving the alleged NSR violations at Plant Miller. The consent decree required Alabama Power to pay $100,000 to resolve the government’s claim for a civil penalty and to donate $4.9 million of sulfur dioxide emission allowances to a nonprofit charitable organization and formalized specific emissions reductions to be accomplished by Alabama Power, consistent with other Clean Air Act programs that require emissions reductions. In August 2006, the district court in Alabama granted Alabama Power’s motion for summary judgment and entered final judgment in favor of Alabama Power on the EPA’s claims related to the four remaining plants.
The plaintiffs appealed the district court’s decision to the U.S. Court of Appeals for the Eleventh Circuit, and the appeal was stayed by the Appeals Court pending the U.S. Supreme Court’s decision in a similar case against Duke Energy. The Supreme Court issued its decision in the Duke Energy case in April 2007. On October 5, 2007, the U.S. District Court for the Northern District of Alabama issued an order in the Alabama Power case indicating a willingness to re-evaluate its previous decision in light of the Supreme Court’s Duke Energy opinion. On December 21, 2007, the Eleventh Circuit vacated the district court’s decision in the Alabama Power case and remanded the case back to the district court for consideration of the legal issues in light of the Supreme Court’s decision in the Duke Energy case.
The Company believes that it complied with applicable laws and the EPA regulations and interpretations in effect at the time the work in question took place. The Clean Air Act authorizes maximum civil penalties of $25,000 to $32,500 per day, per violation at each generating unit, depending on the date of the alleged violation. An adverse outcome in this matter could require substantial capital expenditures or affect the timing of currently budgeted capital expenditures that cannot be determined at this time and could possibly require payment of substantial penalties. Such expenditures could affect future results of operations, cash flows, and financial condition if such costs are not recovered through regulated rates.
The EPA has issued a series of proposed and final revisions to its NSR regulations under the Clean Air Act, many of which have been subject to legal challenges by environmental groups and states. In June 2005, the U.S. Court of Appeals for the District of Columbia Circuit upheld, in part, the EPA’s revisions to NSR regulations that were issued in December 2002 but vacated portions of those

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revisions addressing the exclusion of certain pollution control projects. These regulatory revisions have been adopted by the State of Georgia. In March 2006, the U.S. Court of Appeals for the District of Columbia Circuit also vacated an EPA rule which sought to clarify the scope of the existing routine maintenance, repair, and replacement exclusion. The EPA has also published proposed rules clarifying the test for determining when an emissions increase subject to the NSR permitting requirements has occurred. The impact of these proposed rules will depend on adoption of the final rules by the EPA and the State of Georgia’s implementation of such rules, as well as the outcome of any additional legal challenges, and, therefore, cannot be determined at this time.
Carbon Dioxide Litigation
In July 2004, attorneys general from eight states, each outside of Southern Company’s service territory, and the corporation counsel for New York City filed a complaint in the U.S. District Court for the Southern District of New York against Southern Company and four other electric power companies. A nearly identical complaint was filed by three environmental groups in the same court. The complaints allege that the companies’ emissions of carbon dioxide, a greenhouse gas, contribute to global warming, which the plaintiffs assert is a public nuisance. Under common law public and private nuisance theories, the plaintiffs seek a judicial order (1) holding each defendant jointly and severally liable for creating, contributing to, and/or maintaining global warming and (2) requiring each of the defendants to cap its emissions of carbon dioxide and then reduce those emissions by a specified percentage each year for at least a decade. Plaintiffs have not, however, requested that damages be awarded in connection with their claims. Southern Company believes these claims are without merit and notes that the complaint cites no statutory or regulatory basis for the claims. In September 2005, the U.S. District Court for the Southern District of New York granted Southern Company’s and the other defendants’ motions to dismiss these cases. The plaintiffs filed an appeal to the U.S. Court of Appeals for the Second Circuit in October 2005, and no decision has been issued. The ultimate outcome of these matters cannot be determined at this time.
Environmental Statutes and Regulations
General
The Company’s operations are subject to extensive regulation by state and federal environmental agencies under a variety of statutes and regulations governing environmental media, including air, water, and land resources. Applicable statutes include the Clean Air Act; the Clean Water Act; the Comprehensive Environmental Response, Compensation, and Liability Act; the Resource Conservation and Recovery Act; the Toxic Substances Control Act; the Emergency Planning & Community Right-to-Know Act; and the Endangered Species Act. Compliance with these environmental requirements involves significant capital and operating costs, a major portion of which is expected to be recovered through existing ratemaking provisions. Through 2007, the Company had invested approximately $2.4 billion in capital projects to comply with these requirements, with annual totals of $856 million, $351 million, and $117 million for 2007, 2006, and 2005, respectively. The Company expects that capital expenditures to assure compliance with existing and new statutes, and regulations will be an additional $707 million, $353 million, and $246 million for 2008, 2009, and 2010, respectively. The Company’s compliance strategy is impacted by changes to existing environmental laws, statutes and regulations, the cost, availability, and existing inventory of emission allowances, and the Company’s fuel mix. Environmental costs that are known and estimable at this time are included in capital expenditures discussed under FINANCIAL CONDITION AND LIQUIDITY — “Capital Requirements and Contractual Obligations” herein.
Compliance with possible additional federal or state legislation or regulations related to global climate change, air quality, or other environmental and health concerns could also significantly affect the Company. New environmental legislation or regulations, or changes to existing statutes or regulations, could affect many areas of the Company’s operations; however, the full impact of any such changes cannot be determined at this time.
Air Quality
Compliance with the Clean Air Act and resulting regulations has been and will continue to be a significant focus for the Company. Through 2007, the Company had spent approximately $2.1 billion in reducing sulfur dioxide (SO 2 ) and nitrogen oxide (NO x ) emissions and in monitoring emissions pursuant to the Clean Air Act. Additional controls have been announced and are currently being installed at several plants to further reduce SO 2 , NO x , and mercury emissions, maintain compliance with existing regulations, and meet new requirements.
In 2004, the EPA designated nonattainment areas under an eight-hour ozone standard. Areas within the Company’s service area that were designated as nonattainment under the eight-hour ozone standard include Macon and a 20-county area within metropolitan Atlanta. The Macon area was redesignated by the EPA as an attainment area on September 19, 2007. In December 2006, the

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U.S.Court of Appeals for the District of Columbia Circuit vacated the first set of implementation rules adopted in 2004 and remanded the rules to the EPA for further refinement. On June 20, 2007, the EPA proposed additional revisions to the current eight-hour ozone standard which, if enacted, could result in the designation of new nonattainment areas within the Company’s service territory. The EPA has requested comment and is expected to publish final revisions to the standard in 2008. The impact of this decision, if any, cannot be determined at this time and will depend on subsequent legal action and/or future nonattainment designations and state regulatory plans.
During 2005, the EPA’s fine particulate matter nonattainment designations became effective for several areas within the Company’s service area. State plans for addressing the nonattainment designations under the existing standard are required by April 2008 and could require further reductions in SO 2 and NO x emissions from power plants. In September 2006, the EPA published a final rule which increased the stringency of the 24-hour average fine particulate matter air quality standard. In December 2007, state agencies recommended to the EPA that an area encompassing all or parts of 22 counties within metropolitan Atlanta be designated as nonattainment for this standard. The EPA plans to designate nonattainment areas based on the new standard by December 2009. The ultimate outcome of this matter depends on the development and submittal of the required state plans and the resolution of pending legal challenges and, therefore, cannot be determined at this time.
The EPA issued the final Clean Air Interstate Rule in March 2005. This cap-and-trade rule addresses power plant SO 2 and NO x emissions that were found to contribute to nonattainment of the eight-hour ozone and fine particulate matter standards in downwind states. Twenty-eight eastern states, including the State of Georgia, are subject to the requirements of the rule. The rule calls for additional reductions of NO x and/or SO 2 to be achieved in two phases, 2009/2010 and 2015. The State of Georgia has completed plans to implement this program. These reductions will be accomplished by the installation of additional emission controls at the Company’s coal-fired facilities and/or by the purchase of emission allowances from a cap-and-trade program. The State of Georgia implemented the Clean Air Interstate Rule, and in June 2007, approved a “multi-pollutant rule” that will require plant specific emission controls on all but the smallest generating units in Georgia according to a schedule set forth in the rule. The rule is designed to ensure reductions in emissions of SO 2 , NO x , and mercury in Georgia.
The Clean Air Visibility Rule (formerly called the Regional Haze Rule) was finalized in July 2005. The goal of this rule is to restore natural visibility conditions in certain areas (primarily national parks and wilderness areas) by 2064. The rule involves (1) the application of Best Available Retrofit Technology (BART) to certain sources built between 1962 and 1977 and (2) the application of any additional emissions reductions which may be deemed necessary for each designated area to achieve reasonable progress by 2018 toward the natural conditions goal. Thereafter, for each 10-year planning period, additional emissions reductions will be required to continue to demonstrate reasonable progress in each area during that period. For power plants, the Clean Air Visibility Rule allows states to determine that the Clean Air Interstate Rule satisfies BART requirements for SO 2 and NO x .
Extensive studies were performed for each of the Company’s affected units to demonstrate that additional particulate matter controls are not necessary under BART. At the request of the State of Georgia, additional analyses were performed for certain units in Georgia to demonstrate that no additional SO 2 controls were required. States are currently completing implementation plans that contain strategies for BART and any other measures required to achieve the first phase of reasonable progress.
The impacts of the eight-hour ozone and the fine particulate matter nonattainment designations, and the Clean Air Visibility Rule on the Company will depend on the development and implementation of rules at the state level. Therefore, the full effects of these regulations on the Company cannot be determined at this time. The Company has developed and continually updates a comprehensive environmental compliance strategy to comply with the continuing and new environmental requirements discussed above. As part of this strategy, the Company plans to install additional SO 2 and NO x emission controls within the next several years to assure continued compliance with applicable air quality requirements.
In March 2005, the EPA published the final Clean Air Mercury Rule, a cap-and-trade program for the reduction of mercury emissions from coal-fired power plants. The rule sets caps on mercury emissions to be implemented in two phases, 2010 and 2018, and provides for an emission allowance trading market. The final Clean Air Mercury Rule was challenged in the U.S. Court of Appeals for the District of Columbia Circuit. The petitioners alleged that the EPA was not authorized to establish a cap-and-trade program for mercury emissions and instead the EPA must establish maximum achievable control technology standards for coal-fired electric utility steam generating units. On February 8, 2008, the court issued its ruling and vacated the Clean Air Mercury Rule. The Company’s overall environmental compliance strategy relies primarily on a combination of SO2 and NOx controls to reduce mercury emissions. Any significant changes in the strategy will depend on the outcome of any appeals and/or future federal and state rulemakings. Future rulemakings could require emission reductions more stringent than required by the Clean Air Mercury Rule.

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Water Quality
In July 2004, the EPA published its final technology-based regulations under the Clean Water Act for the purpose of reducing impingement and entrainment of fish, shellfish, and other forms of aquatic life at existing power plant cooling water intake structures. The rules require baseline biological information and, perhaps, installation of fish protection technology near some intake structures at existing power plants. On January 25, 2007, the U.S. Court of Appeals for the Second Circuit overturned and remanded several provisions of the rule to the EPA for revisions. Among other things, the court rejected the EPA’s use of “cost-benefit” analysis and suggested some ways to incorporate cost considerations. The full impact of these regulations will depend on subsequent legal proceedings, further rulemaking by the EPA, the results of studies and analyses performed as part of the rules’ implementation, and the actual requirements established by State of Georgia regulatory agencies and, therefore, cannot be determined at this time.
Environmental Remediation
The Company must comply with other environmental laws and regulations that cover the handling and disposal of waste and release of hazardous substances. Under these various laws and regulations, the Company could incur substantial costs to clean up properties. The Company conducts studies to determine the extent of any required cleanup and has recognized in its financial statements the costs to clean up known sites. Amounts for cleanup and ongoing monitoring costs were not material for any year presented. The Company may be liable for some or all required cleanup costs for additional sites that may require environmental remediation. See Note 3 to the financial statements under “Environmental Matters — Environmental Remediation” for additional information.
Global Climate Issues
Federal legislative proposals that would impose mandatory requirements related to greenhouse gas emissions continue to be considered in Congress. The ultimate outcome of these proposals cannot be determined at this time; however, mandatory restrictions on the Company’s greenhouse gas emissions could result in significant additional compliance costs that could affect future unit retirement and replacement decisions and results of operations, cash flows, and financial condition if such costs are not recovered through regulated rates.
In April 2007, the U.S. Supreme Court ruled that the EPA has authority under the Clean Air Act to regulate greenhouse gas emissions from new motor vehicles. The EPA is currently developing its response to this decision. Regulatory decisions that will follow from this response may have implications for both new and existing stationary sources, such as power plants. The ultimate outcome of these rulemaking activities cannot be determined at this time; however, as with the current legislative proposals, mandatory restrictions on the Company’s greenhouse gas emissions could result in significant additional compliance costs that could affect future unit retirement and replacement decisions and results of operations, cash flows, and financial condition if such costs are not recovered through regulated rates.
In addition, some states are considering or have undertaken actions to regulate and reduce greenhouse gas emissions. For example, on July 13, 2007, the Governor of the State of Florida signed three executive orders addressing reduction of greenhouse gas emissions within the state, including statewide emission reduction targets beginning in 2017. Included in the orders is a directive to the Florida Secretary of Environmental Protection to develop rules adopting maximum allowable emissions levels of greenhouse gases for electric utilities, consistent with the statewide emission reduction targets, and a request to the Florida PSC to initiate rulemaking requiring utilities to produce at least 20% of their electricity from renewable sources. The impact of any similar state requirements on the Company will depend on the development, adoption, and implementation of state laws or rules governing greenhouse gas emissions, and the ultimate outcome cannot be determined at this time.
International climate change negotiations under the United Nations Framework Convention on Climate Change also continue. Current efforts focus on a potential successor to the Kyoto Protocol for the post 2008 through 2012 timeframe. The outcome and impact of the international negotiations cannot be determined at this time.
The Company continues to evaluate its future energy and emission profiles and is participating in voluntary programs to reduce greenhouse gas emissions and to help develop and advance technology to reduce emissions.

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FERC Matters
Market-Based Rate Authority
The Company has authorization from the FERC to sell power to non-affiliates, including short-term opportunity sales, at market-based prices. Specific FERC approval must be obtained with respect to a market-based contract with an affiliate.
In December 2004, the FERC initiated a proceeding to assess Southern Company’s generation dominance within its retail service territory. The ability to charge market-based rates in other markets is not an issue in the proceeding. Any new market-based rate sales by the Company in Southern Company’s retail service territory entered into during a 15-month refund period that ended in May 2006 could be subject to refund to a cost-based rate level.
In late June and July 2007, hearings were held in this proceeding and the presiding administrative law judge issued an initial decision on November 9, 2007 regarding the methodology to be used in the generation dominance tests. The proceedings are ongoing. The ultimate outcome of this generation dominance proceeding cannot now be determined, but an adverse decision by the FERC in a final order could require the Company to charge cost-based rates for certain wholesale sales in the Southern Company retail service territory, which may be lower than negotiated market-based rates, and could also result in refunds of up to $5.8 million, plus interest. The Company believes that there is no meritorious basis for this proceeding and is vigorously defending itself in this matter.
On June 21, 2007, the FERC issued its final rule regarding market-based rate authority. The FERC generally retained its current market-based rate standards. The impact of this order and its effect on the generation dominance proceeding cannot now be determined.
Intercompany Interchange Contract
The Company’s generation fleet is operated under the IIC, as approved by the FERC. In May 2005, the FERC initiated a new proceeding to examine (1) the provisions of the IIC among the traditional operating companies (including the Company), Southern Power, and Southern Company Services, Inc. (SCS), as agent, under the terms of which the power pool of Southern Company is operated, (2) whether any parties to the IIC have violated the FERC’s standards of conduct applicable to utility companies that are transmission providers, and (3) whether Southern Company’s code of conduct defining Southern Power as a “system company” rather than a “marketing affiliate” is just and reasonable. In connection with the formation of Southern Power, the FERC authorized Southern Power’s inclusion in the IIC in 2000. The FERC also previously approved Southern Company’s code of conduct.
In October 2006, the FERC issued an order accepting a settlement resolving the proceeding subject to Southern Company’s agreement to accept certain modifications to the settlement’s terms and Southern Company notified the FERC that it accepted the modifications. The modifications largely involve functional separation and information restrictions related to marketing activities conducted on behalf of Southern Power. Southern Company filed with the FERC in November 2006 a compliance plan in connection with the order. On April 19, 2007, the FERC approved, with certain modifications, the plan submitted by Southern Company. Implementation of the plan is not expected to have a material impact on the Company’s financial statements. On November 19, 2007, Southern Company notified the FERC that the plan had been implemented and the FERC division of audits subsequently began an audit pertaining to compliance implementation and related matters, which is ongoing.
Generation Interconnection Agreements
In November 2004, generator company subsidiaries of Tenaska, Inc. (Tenaska), as counterparties to three previously executed interconnection agreements with subsidiaries of Southern Company, including the Company, filed complaints at the FERC requesting that the FERC modify the agreements and that the Company refund a total of $7.9 million previously paid for interconnection facilities. No other similar complaints are pending with the FERC.
On January 19, 2007, the FERC issued an order granting Tenaska’s requested relief. Although the FERC’s order required the modification of Tenaska’s interconnection agreements, under the provisions of the order the Company determined that no refund was payable to Tenaska. Southern Company requested rehearing asserting that the FERC retroactively applied a new principle to existing interconnection agreements. Tenaska requested rehearing of the FERC’s methodology for determining the amount of refunds. The requested rehearings were denied and Southern Company and Tenaska have appealed the orders to the U.S. Circuit Court for the District of Columbia. The final outcome of this matter cannot now be determined.

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PSC Matters
Rate Plans
In December 2007, the Georgia PSC approved the 2007 Retail Rate Plan for the years 2008 through 2010. Under the 2007 Retail Rate Plan, the Company’s earnings will continue to be evaluated against a retail return on common equity (ROE) range of 10.25% to 12.25%. Two-thirds of any earnings above 12.25% will be applied to rate refunds with the remaining one-third applied to an ECCR tariff. The Company agreed that it will not file for a general base rate increase during this period unless its projected retail ROE falls below 10.25%. Retail base rates increased by approximately $99.7 million effective January 1, 2008 to provide for cost recovery of transmission, distribution, generation and other investments, as well as increased operating costs. In addition, the ECCR tariff was implemented to allow for the recovery of costs for required environmental projects mandated by state and federal regulations. The ECCR tariff increased rates by approximately $222 million effective January 1, 2008.
The Company is required to file a general rate case by July 1, 2010, in response to which the Georgia PSC would be expected to determine whether the 2007 Retail Rate Plan should be continued, modified, or discontinued. See Note 3 to the financial statements under “Retail Regulatory Matters — Rate Plans” for additional information.
Fuel Cost Recovery
The Company has established fuel cost recovery rates approved by the Georgia PSC. In March 2006, the Company and Savannah Electric filed a combined request for fuel cost recovery rate changes with the Georgia PSC to be effective July 1, 2006, concurrent with the merger of the companies. In June 2006, the Georgia PSC ruled on the request and approved an increase in the Company’s total annual billings of approximately $400 million. The Georgia PSC order provided for a combined ongoing fuel forecast but reduced the requested increase related to such forecast by $200 million. With respect to the merger, the Georgia PSC also set a Merger Transition Adjustment (MTA) applicable to customers in the former Savannah Electric service territory so that the fuel rate that became effective on July 1, 2006 plus the MTA equaled the applicable fuel rate paid by such customers as of June 30, 2006. Amounts collected under the MTA were credited to customers in the original Georgia Power service territory through a Merger Transition Credit (MTC) through December 31, 2007. The order also required the Company to file for a new fuel cost recovery rate on a semi-annual basis, beginning in September 2006. Accordingly, in September 2006, the Company filed a request to recover fuel costs incurred through August 2006 by increasing the fuel cost recovery rate. In November 2006, under agreement with the Georgia PSC staff, the Company filed a supplementary request reflecting a forecast of annual fuel costs, as well as updated information for previously incurred fuel costs.
On February 6, 2007, the Georgia PSC approved an increase in the Company’s total annual billings of approximately $383 million effective March 1, 2007. The order reduced the Company’s requested increase in the forecast of annual fuel costs by $40 million and disallowed $4 million of previously incurred fuel costs. Estimated under recovered fuel costs through February 2007 are to be recovered through May 2009 for customers in the original Georgia Power territory and through November 2009 for customers in the former Savannah Electric territory. The order also requires the Company to file for a new fuel cost recovery rate no later than March 1, 2008. As of December 31, 2007, the Company had a total under recovered fuel cost balance of approximately $692 million, of which approximately $106 million is not included in current rates.
Fuel cost recovery revenues as recorded on the financial statements are adjusted for differences in actual recoverable costs and amounts billed in current regulated rates. Accordingly, a change in the billing factor has no significant effect on the Company’s revenues or net income, but does impact annual cash flow. In accordance with Georgia PSC order, approximately $307 million of the under recovered regulatory clause revenues for the Company is included in deferred charges and other assets at December 31, 2007. See Note 1 to the financial statements under “Revenues” and Note 3 to the financial statements under “Retail Regulatory Matters” for additional information.
Income Tax Matters
Georgia State Income Tax Credits
The Company’s 2005 through 2007 income tax filings for the State of Georgia include state income tax credits for increased activity through Georgia ports. The Company has also filed similar claims for the years 2002 through 2004. The Georgia Department of Revenue (DOR) has not responded to these claims. On July 24, 2007, the Company filed a complaint in the Superior Court of Fulton

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County to recover the credits claimed for the years 2002 through 2004. If allowed, these claims could have a significant, possibly material, positive effect on the Company’s net income. If the Company is not successful, payment of the related state tax could have a significant, possibly material, negative effect on the Company’s cash flow. The ultimate outcome of this matter cannot now be determined. See Note 3 under “Income Tax Matters” and Note 5 under “Unrecognized Tax Benefits” for additional information.
Internal Revenue Code Section 199 Domestic Production Deduction
The American Jobs Creation Act of 2004 created a tax deduction for the portion of income attributable to U.S. production activities as defined in the Internal Revenue Code of 1986, as amended (Internal Revenue Code), Section 199 (production activities deduction). The deduction is equal to a stated percentage of qualified production activities net income. The percentage is phased in over the years 2005 through 2010 with a 3% rate applicable to the years 2005 and 2006, a 6% rate applicable for years 2007 through 2009, and a 9% rate applicable for all years after 2009. See Note 5 to the financial statements under “Effective Tax Rate” for additional information.
Bonus Depreciation
On February 13, 2008, President Bush signed the Economic Stimulus Act of 2008 (Stimulus Act) into law. The Stimulus Act includes a provision that allows 50% bonus depreciation for certain property acquired in 2008 and placed in service in 2008, or in limited circumstances, 2009. The Company is currently assessing the financial implications of the Stimulus Act; however, the ultimate impact cannot be determined at this time.
Nuclear
Nuclear Projects
In August 2006, as part of a potential expansion of Plant Vogtle, the Company and Southern Nuclear Operating Company, Inc. (SNC) filed an application with the Nuclear Regulatory Commission (NRC) for an early site permit (ESP) on behalf of the owners of Plant Vogtle. In addition, the Company and SNC notified the NRC of their intent to apply for a combined construction and operating license (COL) in 2008. Ownership agreements have been signed with each of the existing Plant Vogtle co-owners. See Note 4 to the financial statements for additional information on these co-owners. In June 2006, the Georgia PSC approved the Company’s request to establish an accounting order that would allow the Company to defer for future recovery the ESP and COL costs, of which the Company’s portion is estimated to total approximately $51 million. At December 31, 2007, approximately $28.4 million is included in deferred charges and other assets. At this point, no final decision has been made regarding actual construction. Any new generation resource must be certified by the Georgia PSC in a separate proceeding.
Nuclear Relicensing
In January 2002, the NRC granted the Company a 20-year extension of the licenses for both units at Plant Hatch which permits the operation of Units 1 and 2 until 2034 and 2038, respectively. The Company filed an application with the NRC in June 2007 to extend the licenses for Plant Vogtle Units 1 and 2 for an additional 20 years. The Company anticipates the NRC may make a decision regarding the license extension for Plant Vogtle as early as 2009.
Other Matters
The Company is involved in various other matters being litigated, regulatory matters, and certain tax-related issues that could affect future earnings. In addition, the Company is subject to certain claims and legal actions arising in the ordinary course of business. The Company’s business activities are subject to extensive governmental regulation related to public health and the environment. Litigation over environmental issues and claims of various types, including property damage, personal injury, common law nuisance, and citizen enforcement of environmental requirements such as opacity and air and water quality standards, has increased generally throughout the United States. In particular, personal injury claims for damages caused by alleged exposure to hazardous materials have become more frequent. The ultimate outcome of such pending or potential litigation against the Company cannot be predicted at this time; however, for current proceedings not specifically reported herein, management does not anticipate that the liabilities, if any, arising from such current proceedings would have a material adverse effect on the Company’s financial statements. See Note 3 to the financial statements for information regarding material issues.

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Georgia Power Company 2007 Annual Report
ACCOUNTING POLICIES
Application of Critical Accounting Policies and Estimates
The Company prepares its financial statements in accordance with accounting principles generally accepted in the United States. Significant accounting policies are described in Note 1 to the financial statements. In the application of these policies, certain estimates are made that may have a material impact on the Company’s results of operations and related disclosures. Different assumptions and measurements could produce estimates that are significantly different from those recorded in the financial statements. Senior management has reviewed and discussed the following critical accounting policies and estimates with the Audit Committee of Southern Company’s Board of Directors.
Electric Utility Regulation
The Company is subject to retail regulation by the Georgia PSC and wholesale regulation by the FERC. These regulatory agencies set the rates the Company is permitted to charge customers based on allowable costs. As a result, the Company applies Financial Accounting Standards Board (FASB) Statement No. 71, “Accounting for the Effects of Certain Types of Regulation” (SFAS No. 71), which requires the financial statements to reflect the effects of rate regulation. Through the ratemaking process, the regulators may require the inclusion of costs or revenues in periods different than when they would be recognized by a non-regulated company. This treatment may result in the deferral of expenses and the recording of related regulatory assets based on anticipated future recovery through rates or the deferral of gains or creation of liabilities and the recording of related regulatory liabilities. The application of SFAS No. 71 has a further effect on the Company’s financial statements as a result of the estimates of allowable costs used in the ratemaking process. These estimates may differ from those actually incurred by the Company; therefore, the accounting estimates inherent in specific costs such as depreciation, nuclear decommissioning, and pension and postretirement benefits have less of a direct impact on the Company’s results of operations than they would on a non-regulated company.
As reflected in Note 1 to the financial statements, significant regulatory assets and liabilities have been recorded. Management reviews the ultimate recoverability of these regulatory assets and liabilities based on applicable regulatory guidelines and accounting principles generally accepted in the United States. However, adverse legislative, judicial, or regulatory actions could materially impact the amounts of such regulatory assets and liabilities and could adversely impact the Company’s financial statements.
Contingent Obligations
The Company is subject to a number of federal and state laws and regulations, as well as other factors and conditions that potentially subject it to environmental, litigation, income tax, and other risks. See FUTURE EARNINGS POTENTIAL herein and Note 3 to the financial statements for more information regarding certain of these contingencies. The Company periodically evaluates its exposure to such risks and records reserves for those matters where a loss is considered probable and reasonably estimable in accordance with generally accepted accounting principles. The adequacy of reserves can be significantly affected by external events or conditions that can be unpredictable; thus, the ultimate outcome of such matters could materially affect the Company’s financial statements. These events or conditions include the following:
  Changes in existing state or federal regulation by governmental authorities having jurisdiction over air quality, water quality, control of toxic substances, hazardous and solid wastes, and other environmental matters.
  Changes in existing income tax regulations or changes in Internal Revenue Service (IRS) or Georgia DOR interpretations of existing regulations.
  Identification of additional sites that require environmental remediation or the filing of other complaints in which the Company may be asserted to be a potentially responsible party.
  Identification and evaluation of other potential lawsuits or complaints in which the Company may be named as a defendant.
  Resolution or progression of existing matters through the legislative process, the court systems, the IRS, the FERC, or the EPA.

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Georgia Power Company 2007 Annual Report
Unbilled Revenues
Revenues related to the sale of electricity are recorded when electricity is delivered to customers. However, the determination of KWH sales to individual customers is based on the reading of their meters, which is performed on a systematic basis throughout the month. At the end of each month, amounts of electricity delivered to customers, but not yet metered and billed, are estimated. Components of the unbilled revenue estimates include total KWH territorial supply, total KWH billed, estimated total electricity lost in delivery, and customer usage. These components can fluctuate as a result of a number of factors including weather, generation patterns, and power delivery volume and other operational constraints. These factors can be unpredictable and can vary from historical trends. As a result, the overall estimate of unbilled revenues could be significantly affected, which could have a material impact on the Company’s results of operations.
New Accounting Standards
Income Taxes
On January 1, 2007, the Company adopted FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes” (FIN 48), which requires companies to determine whether it is “more likely than not” that a tax position will be sustained upon examination by the appropriate taxing authorities before any part of the benefit can be recorded in the financial statements. It also provides guidance on the recognition, measurement, and classification of income tax uncertainties, along with any related interest and penalties. The provisions of FIN 48 were applied to all tax positions beginning January 1, 2007. The adoption of FIN 48 did not have a material impact on the Company’s financial statements. See Note 5 under “Unrecognized Tax Benefits” for additional information.
Pensions and Other Postretirement Plans
On December 31, 2006, the Company adopted FASB Statement No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans” (SFAS No. 158), which requires recognition of the funded status of its defined benefit postretirement plans in the balance sheets. Additionally, SFAS No. 158 will require the Company to change the measurement date for its defined benefit postretirement plan assets and obligations from September 30 to December 31 beginning with the year ending December 31, 2008. See Note 2 to the financial statements for additional information.
Fair Value Measurement
The FASB issued FASB Statement No. 157, “Fair Value Measurements” (SFAS No. 157) in September 2006. SFAS No. 157 provides guidance on how to measure fair value where it is permitted or required under other accounting pronouncements. SFAS No. 157 also requires additional disclosures about fair value measurements. The Company adopted SFAS No. 157 in its entirety on January 1, 2008, with no material effect on its financial condition or results of operations.
Fair Value Option
In February 2007, the FASB issued FASB Statement No. 159, “Fair Value Option for Financial Assets and Financial Liabilities — Including an Amendment of FASB Statement No. 115” (SFAS No. 159). This standard permits an entity to choose to measure many financial instruments and certain other items at fair value. The Company adopted SFAS No. 159 on January 1, 2008, with no material effect on its financial condition or results of operations.
FINANCIAL CONDITION AND LIQUIDITY
Overview
The Company’s financial condition remained stable at December 31, 2007. Cash flow from operations totaled $1.4 billion, an increase of $248.5 million from 2006, primarily due to higher retail revenues primarily related to higher fuel cost recovery revenues and less cash used for working capital primarily from lower inventory additions and increases in other current liabilities. Cash flow from operations increased $117.4 million in 2006, primarily from increased retail operating revenues partially offset by higher fuel inventories and an increase in under recovered deferred fuel costs. In 2005, cash flow from operations increased $58.4 million primarily from increased retail operating revenues, partially offset by the increase in under recovered deferred fuel costs.

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Georgia Power Company 2007 Annual Report
Net cash used for investing activities totaled $1.9 billion due to gross property additions primarily related to installation of equipment to comply with environmental standards, construction of transmission and distribution facilities, and purchase of nuclear fuel. The majority of funds needed for gross property additions for the last several years have been provided from operating activities, capital contributions from Southern Company, and the issuance of long and short-term debt and preference stock.
Cash provided from financing activities totaled $429.7 million primarily related to the issuance of new senior notes. The statements of cash flows provide additional details. See “Financing Activities” herein.
Significant balance sheet changes in 2007 include a $726 million increase in long-term debt and a $221 million increase in Preferred and Preference Stock primarily to replace short-term debt and provide funds for the Company’s continuous construction programs. Other balance sheet changes include an increase in total property, plant and equipment of $1.3 billion and a $206 million decrease in the under recovered fuel balance.
The Company’s ratio of common equity to total capitalization — including short-term debt — was 47.5% in 2007, 48.6% in 2006, and 47.9% in 2005. The Company has received investment grade ratings from the major rating agencies with respect to debt, preferred securities, preferred stock, and preference stock.
Sources of Capital
The Company plans to obtain the funds required for construction and other purposes from sources similar to those used in the past, which were primarily from operating cash flows. However, the type and timing of any future financings, if needed, will depend on market conditions, regulatory approvals, and other factors. The issuance of long-term securities by the Company is subject to the approval of the Georgia PSC. In addition, the issuance of short-term debt securities by the Company is subject to regulatory approval by the FERC. Additionally, with respect to the public offering of securities, the Company files registration statements with the Securities and Exchange Commission (SEC) under the Securities Act of 1933, as amended. The amounts of securities authorized by the Georgia PSC and the FERC are continuously monitored and appropriate filings are made to ensure flexibility in the capital markets.
The Company obtains financing separately without credit support from any affiliate. See Note 6 to the financial statements under “Bank Credit Arrangements” for additional information. The Southern Company system does not maintain a centralized cash or money pool. Therefore, funds of the Company are not commingled with funds of any other company.
The Company’s current liabilities frequently exceed current assets because of the continued use of short-term debt as a funding source for under recovered fuel costs and to meet cash needs which can fluctuate significantly due to the seasonality of the business.
To meet short-term cash needs and contingencies, at the beginning of 2008 the Company had credit arrangements with banks totaling $1.2 billion, of which $8 million was used to support an outstanding letter of credit. See Note 6 to the financial statements under “Bank Credit Arrangements” for additional information.
At the beginning of 2008, bank credit arrangements were as follows:
                         
            Expires
Total   Unused   2008   2012
 
    (in millions)
$1,160
  $ 1,152     $ 40     $ 1,120  
The credit arrangement that expires in 2008 allows for the execution of term loans for an additional two-year period.
The Company may also meet short-term cash needs through a Southern Company subsidiary organized to issue and sell commercial paper and extendible commercial notes at the request and for the benefit of the Company and the other traditional operating companies. Proceeds from such issuances for the benefit of the Company are loaned directly to the Company and are not commingled with proceeds from issuances for the benefits of any other operating company. The obligations of each company under these arrangements are several; there is no cross affiliate credit support. As of December 31, 2007, the Company had $616 million of outstanding commercial paper and a $100 million short-term bank loan outstanding.

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MANAGEMENT’S DISCUSSION AND ANALYSIS (continued)
Georgia Power Company 2007 Annual Report
Financing Activities
During 2007, the Company issued $1.5 billion of senior notes and $225 million of preference stock and incurred $191 million of obligations related to the issuance of pollution control bonds. The issuances were used to reduce the Company’s short-term indebtedness, fund senior note maturities totaling $300 million, redeem $763 million of long–term debt payable to affiliated trusts, and fund the Company’s ongoing construction program.
Credit Rating Risk
The Company does not have any credit arrangements that would require material changes in payment schedules or terminations as a result of a credit rating downgrade.
There are certain contracts that could require collateral, but not accelerated payment, in the event of a credit rating change to BBB- or Baa3 or below. Generally, collateral may be provided by a Southern Company guaranty, letter of credit, or cash. These contracts are primarily for physical electricity purchases and sales. At December 31, 2007, the maximum potential collateral requirements at a BBB- or Baa3 rating were approximately $9 million. The maximum potential collateral requirements at a rating below BBB- or Baa3 were approximately $515 million.
The Company is also party to certain agreements that could require collateral and/or accelerated payment in the event of a credit rating change to below investment grade for the Company and/or Alabama Power. These agreements are primarily for natural gas and power price risk management activities. At December 31, 2007, the Company’s total exposure related to these types of agreements was approximately $15 million.
Market Price Risk
Due to cost-based rate regulation, the Company has limited exposure to market rate volatility in interest rates, commodity fuel prices, and prices of electricity. To manage the volatility attributable to these exposures, the Company nets the exposures to take advantage of natural offsets and enters into various derivative transactions for the remaining exposures pursuant to the Company’s policies in areas such as counterparty exposure and hedging practices. The Company’s policy is that derivatives are to be used primarily for hedging purposes and mandates strict adherence to all applicable risk management policies. Derivative positions are monitored using techniques including, but not limited to, market valuation, value at risk, stress tests, and sensitivity analysis.
To mitigate future exposure to changes in interest rates, the Company enters into forward starting interest rate swaps and other derivatives that have been designated as hedges. These derivatives have a notional amount of $539 million and are related to anticipated debt issuances over the next two years. The weighted average interest rate on $1.4 billion of outstanding variable long-term debt that has not been hedged at January 1, 2008 was 4.5%. If the Company sustained a 100 basis point change in interest rates for all unhedged variable rate long-term debt, the change would affect annualized interest expense by approximately $14.2 million at January 1, 2008. Subsequent to December 31, 2007, the Company converted $115 million of floating rate pollution control bonds to a fixed rate mode. Additionally, the Company entered into floating to fixed interest rate swaps on $601 million of variable rate long-term debt. These actions reduced the Company’s exposure to variable rate debt to $704 million for the remainder of the year. Subsequent to these actions, a 100 basis point change in interest rates for all unhedged variable rate long-term debt would affect annualized interest expense by $7.7 million. See Notes 1 and 6 to the financial statements under “Financial Instruments” for additional information.
The Company’s $704 million of variable interest rate exposure relates to tax-exempt auction rate pollution control bonds. Recent weakness in the auction markets has resulted in higher interest rates. The Company has sent notice of conversion of $662 million of these auction rate securities to alternative interest rate determination methods and plans to remarket all remaining auction rate securities in a timely manner. None of the securities are insured or backed by letters of credit that would require approval of a guarantor or security provider. It is not expected that the higher rates as a result of the weakness in the auction markets will be material.
To mitigate residual risks relative to movements in electricity prices, the Company enters into fixed-price contracts for the purchase and sale of electricity through the wholesale electricity market and, to a lesser extent, into financial hedge contracts for gas purchases.

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MANAGEMENT’S DISCUSSION AND ANALYSIS (continued)
Georgia Power Company 2007 Annual Report
The Company has implemented a fuel hedging program at the instruction of the Georgia PSC. The changes in fair value of energy-related derivative contracts and year-end valuations were as follows at December 31:
                 
    Changes in Fair Value
 
    2007   2006
 
    (in millions)
Contracts beginning of year
  $ (38.0 )   $ 35.3  
Contracts realized or settled
    41.6       40.2  
New contracts at inception
           
Changes in valuation techniques
           
Current period changes(a)
    (4.0 )     (113.5 )
 
Contracts end of year
  $ (0.4 )   $ (38.0 )
 
(a)     Current period changes also include the changes in fair value of new contracts entered into during the period, if any.
                         
    Source of 2007 Year-End
    Valuation Prices
 
    Total   Maturity
    Fair Value   Year 1   1-3 Years
 
    (in millions)  
Actively quoted
  $ (1.1 )   $ (5.8 )   $ 4.7  
External sources
    0.7       0.7        
Models and other methods
                 
 
Contracts end of year
  $ (0.4 )   $ (5.1 )   $ 4.7  
 
Unrealized gains and losses from mark to market adjustments on derivative contracts related to the Company’s 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 Company’s fuel cost recovery mechanism. The Company realized net losses in 2007 and 2006 of $68 million and $66 million, respectively. Through June 30, 2006, the Company was allowed to retain 25% of net financial gains in earnings, and in 2005 the Company had a total net gain of $74.6 million of which the Company retained $18.6 million. See Note 3 to the financial statements under “Retail Regulatory Matters — Fuel Hedging Program” for additional information. Gains and losses on derivative contracts that are not designated as hedges are recognized in the statements of income as incurred. At December 31, 2007, the fair value gains (losses) of energy-related derivative contracts were reflected in the financial statements as follows:
         
    Amounts
 
    (in millions)
Regulatory assets, net
  $ (0.4 )
Net income
     
 
Total fair value
  $ (0.4 )
 
Unrealized gains (losses) recognized in income were not material for any year presented. The Company is exposed to market price risk in the event of nonperformance by counterparties to the derivative energy contracts. The Company’s policy is to enter into agreements with counterparties that have investment grade credit ratings by Moody’s and Standard & Poor’s or with counterparties who have posted collateral to cover potential credit exposure. Therefore, the Company does not anticipate market risk exposure from nonperformance by the counterparties. For additional information, see Notes 1 and 6 to the financial statements under “Financial Instruments.”
Capital Requirements and Contractual Obligations
The construction program of the Company is currently estimated to be $2.0 billion for 2008, $2.0 billion for 2009, and $1.8 billion for 2010. Environmental expenditures included in these estimated amounts are $707 million, $353 million, and $246 million for 2008, 2009, and 2010, respectively. Actual construction costs may vary from these estimates because of changes in such factors as: business

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MANAGEMENT’S DISCUSSION AND ANALYSIS (continued)
Georgia Power Company 2007 Annual Report
conditions; environmental statutes and regulations; nuclear plant regulations; FERC rules and regulations; load projections; the cost and efficiency of construction labor, equipment, and materials; and the cost of capital. In addition, there can be no assurance that costs related to capital expenditures will be fully recovered.
As a result of requirements by the NRC, the Company has established external trust funds for nuclear decommissioning costs. For additional information, see Note 1 to the financial statements under “Nuclear Decommissioning.”
In addition, as discussed in Note 2 to the financial statements, the Company provides postretirement benefits to substantially all employees and funds trusts to the extent required by the Georgia PSC and the FERC.
Other funding requirements related to obligations associated with scheduled maturities of long-term debt and preferred securities and the related interest, preferred and preference stock dividends, leases, derivative obligations, and other purchase commitments are as follows. See Notes 1, 6, and 7 to the financial statements for additional information.

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MANAGEMENT’S DISCUSSION AND ANALYSIS (continued)
Georgia Power Company 2007 Annual Report
Contractual Obligations
                                                 
            2009-   2011-   After   Uncertain    
    2008   2010   2012   2012   Timing (d)   Total
 
    (in millions)
Long-term debt (a)
                                               
Principal
  $ 199     $ 283     $ 403     $ 5,257     $     $ 6,142  
Interest
    323       611       593       5,730             7,257  
Preferred and preference stock dividends (b)
    17       35       35                   87  
Derivative obligations (c)-
                                               
Commodity
    9                               9  
Interest
    14       3                         17  
Operating leases
    29       49       34       29             141  
Unrecognized tax benefits and interest (d)
                            96       96  
Purchase commitments (e)
                                               
Capital (f)
    1,915       3,497                         5,412  
Limestone (g)
    5       29       30       51             115  
Coal
    1,653       1,519       129       21             3,322  
Nuclear fuel
    116       266       220       125             727  
Natural gas (h)
    684       732       761       2,803             4,980  
Purchased power
    342       690       581       2,345             3,958  
Long-term service agreements (i)
    12       27       58       637             734  
Trusts —
                                               
Nuclear decommissioning (j)
    7       7       7       56             77  
Postretirement benefits (k)
    23       46                         69  
 
Total
  $ 5,348     $ 7,794     $ 2,851     $ 17,054     $ 96     $ 33,143  
 
(a)   All amounts are reflected based on final maturity dates. The Company plans to continue to retire higher-cost securities and replace these obligations with lower-cost capital if market conditions permit. Variable rate interest obligations are estimated based on rates as of January 1, 2008, as reflected in the statements of capitalization. Fixed rates include, where applicable, the effects of interest rate derivatives employed to manage interest rate risk.
 
(b)   Preferred and preference stock does not mature; therefore, amounts provided are for the next five years only.
 
(c)   For additional information see Notes 1 and 6 to the financial statements.
 
(d)   The timing related to the realization of $96 million in unrecognized tax benefits and interest payments cannot be reasonably and reliably estimated due to uncertainties in the timing of the effective settlement of tax positions. Of this $96 million, $71 million is the estimated cash payment. See Note 3 and Note 5 to the financial statements for additional information.
 
(e)   The Company generally does not enter into non-cancelable commitments for other operations and maintenance expenditures. Total other operations and maintenance expenses for the last three years were $1.6 billion, $1.6 billion, and $1.6 billion, respectively.
 
(f)   The Company forecasts capital expenditures over a three-year period. Amounts represent current estimates of total expenditures, excluding those amounts related to contractual purchase commitments for uranium and nuclear fuel conversion, enrichment, and fabrication services. At December 31, 2007, significant purchase commitments were outstanding in connection with the construction program.
 
(g)   As part of the Company’s program to reduce sulfur dioxide emissions from certain of its coal plants, the Company is constructing certain equipment and has entered into various long-term commitments for the procurement of limestone to be used in such equipment.
 
(h)   Natural gas purchase commitments are based on various indices at the time of delivery. Amounts reflected have been estimated based on the New York Mercantile Exchange future prices at December 31, 2007.
 
(i)   Long-term service agreements include price escalation based on inflation indices.
 
(j)   Projections of nuclear decommissioning trust contributions are based on the 2007 Retail Rate Plan.
 
(k)   The Company forecasts postretirement trust contributions over a three-year period. No contributions related to the Company’s pension trust are currently expected during this period. See Note 2 to the financial statements for additional information related to the pension and postretirement plans, including estimated benefit payments. Certain benefit payments will be made through the related trusts. Other benefit payments will be made from the Company’s corporate assets.

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MANAGEMENT’S DISCUSSION AND ANALYSIS (continued)
Georgia Power Company 2007 Annual Report
Cautionary Statement Regarding Forward-Looking Statements
The Company’s 2007 Annual Report contains forward-looking statements. Forward-looking statements include, among other things, statements concerning retail rates, fuel cost recovery, environmental regulations and expenditures, the Company’s projections for postretirement benefit trust contributions, financing activities, access to sources of capital, the impacts of the adoption of new accounting rules, completion of construction projects, and estimated construction and other expenditures. In some cases, forward-looking statements can be identified by terminology such as “may,” “will,” “could,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “projects,” “predicts,” “potential,” or “continue” or the negative of these terms or other similar terminology. There are various factors that could cause actual results to differ materially from those suggested by the forward-looking statements; accordingly, there can be no assurance that such indicated results will be realized. These factors include:
    the impact of recent and future federal and state regulatory change, including legislative and regulatory initiatives regarding deregulation and restructuring of the electric utility industry, implementation of the Energy Policy Act of 2005, environmental laws including regulation of water quality and emissions of sulfur, nitrogen, mercury, carbon, soot, or particulate matter and other substances, and also changes in tax and other laws and regulations to which the Company is subject, as well as changes in application of existing laws and regulations;
 
    current and future litigation, regulatory investigations, proceedings, or inquiries, including FERC matters and the pending EPA civil action against the Company;
 
    the effects, extent, and timing of the entry of additional competition in the markets in which the Company operates;
 
    variations in demand for electricity, including those relating to weather, the general economy, population, business growth (and declines), and the effects of energy conservation measures;
 
    available sources and costs of fuel;
 
    effects of inflation;
 
    ability to control costs;
 
    investment performance of the Company’s employee benefit plans;
 
    advances in technology;
 
    state and federal rate regulations and the impact of pending and future rate cases and negotiations, including rate cases related to fuel cost recovery;
 
    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 the Company;
 
    the ability of counterparties of the Company to make payments as and when due;
 
    the ability to obtain new short- and long-term contracts with neighboring utilities;
 
    the direct or indirect effect on the Company’s business resulting from terrorist incidents and the threat of terrorist incidents;
 
    interest rate fluctuations and financial market conditions and the results of financing efforts, including the Company’s credit ratings;
 
    the ability of the Company to obtain additional generating capacity at competitive prices;
 
    catastrophic events such as fires, earthquakes, explosions, floods, hurricanes, droughts, pandemic health events such as an avian influenza, or other similar occurrences;
 
    the direct or indirect effects on the Company’s business resulting from incidents similar to the August 2003 power outage in the Northeast;
 
    the effect of accounting pronouncements issued periodically by standard-setting bodies; and
 
    other factors discussed elsewhere herein and in other reports (including the Form 10-K) filed by the Company from time to time with the SEC.
The Company expressly disclaims any obligation to update any forward-looking statements.

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STATEMENTS OF INCOME
For the Years Ended December 31, 2007, 2006, and 2005
Georgia Power Company 2007 Annual Report
                         
    2007     2006     2005  
            (in thousands)          
Operating Revenues:
                       
Retail revenues
  $ 6,498,003     $ 6,205,620     $ 6,064,363  
Wholesale revenues —
                       
Non-affiliates
    537,913       551,731       524,800  
Affiliates
    277,832       252,556       275,525  
Other revenues
    257,904       235,737       211,149  
 
Total operating revenues
    7,571,652       7,245,644       7,075,837  
 
Operating Expenses:
                       
Fuel
    2,640,526       2,233,029       1,937,378  
Purchased power —
                       
Non-affiliates
    332,064       332,606       421,033  
Affiliates
    718,327       812,433       895,243  
Other operations
    1,016,608       1,025,848       1,009,993  
Maintenance
    545,128       534,621       561,464  
Depreciation and amortization
    511,180       498,754       526,652  
Taxes other than income taxes
    291,136       298,824       276,027  
 
Total operating expenses
    6,054,969       5,736,115       5,627,790  
 
Operating Income
    1,516,683       1,509,529       1,448,047  
Other Income and (Expense):
                       
Allowance for equity funds used during construction
    68,177       31,524       29,145  
Interest income
    3,560       2,459       6,537  
Interest expense, net of amounts capitalized
    (343,462 )     (317,947 )     (295,486 )
Other income (expense), net
    14,705       8,833       6,971  
 
Total other income and (expense)
    (257,020 )     (275,131 )     (252,833 )
 
Earnings Before Income Taxes
    1,259,663       1,234,398       1,195,214  
Income taxes
    417,521       442,334       447,448  
 
Net Income
    842,142       792,064       747,766  
Dividends on Preferred and Preference Stock
    6,006       4,839       3,393  
 
Net Income After Dividends on Preferred and Preference Stock
  $ 836,136     $ 787,225     $ 744,373  
 
The accompanying notes are an integral part of these financial statements.

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STATEMENTS OF CASH FLOWS
For the Years Ended December 31, 2007, 2006, and 2005
Georgia Power Company 2007 Annual Report
                         
    2007     2006     2005  
    (in thousands)  
Operating Activities:
                       
Net income
  $ 842,142     $ 792,064     $ 747,766  
Adjustments to reconcile net income to net cash provided from operating activities —
                       
Depreciation and amortization
    616,796       588,428       616,963  
Deferred income taxes and investment tax credits, net
    (78,010 )     16,159       257,501  
Allowance for equity funds used during construction
    (68,177 )     (31,524 )     (29,145 )
Pension, postretirement, and other employee benefits
    8,836       18,604       (13,335 )
Stock option expense
    5,977       5,805        
Tax benefit of stock options
    1,811       1,163       17,263  
Other, net
    33,731       3,293       (6,933 )
Changes in certain current assets and liabilities —
                       
Receivables
    134,276       1,193       (650,593 )
Fossil fuel stock
    (1,211 )     (194,256 )     (2,898 )
Materials and supplies
    (32,998 )     31,317       (55,805 )
Prepaid income taxes
    10,002       1,060       (38,975 )
Other current assets
    (4,359 )     774       3,585  
Accounts payable
    22,626       (85,189 )     122,117  
Accrued taxes
    (33,320 )     82,735       77,164  
Accrued compensation
    (30,039 )     (10,328 )     4,162  
Other current liabilities
    20,703       (21,054 )     34,029  
 
Net cash provided from operating activities
    1,448,786       1,200,244       1,082,866  
 
Investing Activities:
                       
Property additions
    (1,765,344 )     (1,219,498 )     (891,314 )
Investment in restricted cash from pollution control bonds
    (59,525 )            
Nuclear decommissioning trust fund purchases
    (448,287 )     (464,274 )     (381,235 )
Nuclear decommissioning trust fund sales
    441,407       457,394       372,536  
Cost of removal net of salvage
    (47,565 )     (33,620 )     (30,764 )
Change in construction payables, net of joint owner portion
    24,893       35,075       4,190  
Other
    (25,479 )     (16,005 )     (788 )
 
Net cash used for investing activities
    (1,879,900 )     (1,240,928 )     (927,375 )
 
Financing Activities:
                       
Increase (decrease) in notes payable, net
    (17,690 )     406,768       97,713  
Proceeds —
                       
Senior notes
    1,500,000       150,000       625,000  
Preferred and preference stock
    225,000              
Pollution control bonds
    190,800       153,910       185,000  
Gross excess tax benefit of stock options
    4,695       2,796        
Capital contributions from parent company
    322,448       312,544       149,475  
Redemptions —
                       
Pollution control bonds
          (153,910 )     (185,000 )
Capital leases
    (2,185 )     (136 )     (1,095 )
Senior notes
    (300,000 )     (150,000 )     (450,000 )
First mortgage bonds
          (20,000 )      
Preferred and preference stock
          (14,569 )      
Other long-term debt
    (762,887 )            
Payment of preferred and preference stock dividends
    (3,143 )     (2,958 )     (3,246 )
Payment of common stock dividends
    (689,900 )     (630,000 )     (582,800 )
Other
    (37,482 )     (8,049 )     (21,760 )
 
Net cash provided from (used for) financing activities
    429,656       46,396       (186,713 )
 
Net Change in Cash and Cash Equivalents
    (1,458 )     5,712       (31,222 )
Cash and Cash Equivalents at Beginning of Year
    16,850       11,138       42,360  
 
Cash and Cash Equivalents at End of Year
  $ 15,392     $ 16,850     $ 11,138  
 
Supplemental Cash Flow Information:
                       
Cash paid during the period for —
                       
Interest (net of $28,668, $12,530, and $11,949 capitalized, respectively)
  $ 317,938     $ 317,536     $ 263,802  
Income taxes (net of refunds)
    456,852       398,735       196,930  
 
The accompanying notes are an integral part of these financial statements.

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BALANCE SHEETS
At December 31, 2007 and 2006
Georgia Power Company 2007 Annual Report
                 
Assets   2007   2006  
    (in thousands)  
Current Assets:
               
Cash and cash equivalents
  $ 15,392     $ 16,850  
Restricted cash
    48,279        
Receivables —
               
Customer accounts receivable
    491,389       474,046  
Unbilled revenues
    137,046       130,585  
Under recovered regulatory clause revenues
    384,538       353,976  
Other accounts and notes receivable
    147,498       93,656  
Affiliated companies
    21,699       21,941  
Accumulated provision for uncollectible accounts
    (7,636 )     (10,030 )
Fossil fuel stock, at average cost
    393,222       392,011  
Materials and supplies, at average cost
    337,652       304,514  
Vacation pay
    69,394       61,907  
Prepaid income taxes
    51,101       61,104  
Other
    55,169       85,725  
 
Total current assets
    2,144,743       1,986,285  
 
Property, Plant, and Equipment:
               
In service
    22,011,215       21,279,792  
Less accumulated provision for depreciation
    8,696,668       8,343,309  
 
 
    13,314,547       12,936,483  
Nuclear fuel, at amortized cost
    198,983       180,129  
Construction work in progress
    1,797,642       923,948  
 
Total property, plant, and equipment
    15,311,172       14,040,560  
 
Other Property and Investments:
               
Equity investments in unconsolidated subsidiaries
    53,813       70,879  
Nuclear decommissioning trusts, at fair value
    588,952       544,013  
Other
    47,914       58,848  
 
Total other property and investments
    690,679       673,740  
 
Deferred Charges and Other Assets:
               
Deferred charges related to income taxes
    532,539       510,531  
Prepaid pension costs
    1,026,985       688,671  
Deferred under recovered regulatory clause revenues
    307,294       544,152  
Other regulatory assets
    541,014       629,003  
Other
    268,335       235,788  
 
Total deferred charges and other assets
    2,676,167       2,608,145  
 
Total Assets
  $ 20,822,761     $ 19,308,730  
 
The accompanying notes are an integral part of these financial statements.

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BALANCE SHEETS
At December 31, 2007 and 2006
Georgia Power Company 2007 Annual Report
                 
Liabilities and Stockholder’s Equity
  2007     2006  
           (in thousands)  
Current Liabilities:
               
Securities due within one year
  $ 198,576     $ 303,906  
Notes payable
    715,591       733,281  
Accounts payable —
               
Affiliated
    236,332       238,093  
Other
    463,945       402,222  
Customer deposits
    171,553       155,763  
Accrued taxes —
               
Income taxes
    68,782       217,603  
Other
    219,585       275,098  
Accrued interest
    74,674       74,643  
Accrued vacation pay
    56,303       49,704  
Accrued compensation
    114,974       141,356  
Other
    103,225       125,494  
 
Total current liabilities
    2,423,540       2,717,163  
 
Long-term Debt (See accompanying statements)
    5,937,792       5,211,912  
 
Deferred Credits and Other Liabilities:
               
Accumulated deferred income taxes
    2,850,655       2,815,724  
Deferred credits related to income taxes
    146,886       157,297  
Accumulated deferred investment tax credits
    269,125       282,070  
Employee benefit obligations
    678,826       698,274  
Asset retirement obligations
    663,503       626,681  
Other cost of removal obligations
    414,745       436,137  
Other regulatory liabilities
    577,642       281,391  
Other
    158,670       80,839  
 
Total deferred credits and other liabilities
    5,760,052       5,378,413  
 
Total Liabilities
    14,121,384       13,307,488  
 
Preferred and Preference Stock (See accompanying statements)
    265,957       44,991  
 
Common Stockholder’s Equity (See accompanying statements)
    6,435,420       5,956,251  
 
Total Liabilities and Stockholder’s Equity
  $ 20,822,761     $ 19,308,730  
 
Commitments and Contingent Matters (See notes)
               
 
The accompanying notes are an integral part of these financial statements.

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STATEMENTS OF CAPITALIZATION
At December 31, 2007 and 2006
Georgia Power Company 2007 Annual Report
                                 
    2007     2006     2007     2006  
           (in thousands)         (percent of total)       
Long-Term Debt:
                               
Long-term debt payable to affiliated trusts —
                               
4.88% to 7.13% due 2042 to 2044
  $ 206,186     $ 969,073                  
 
Long-term notes payable —
                               
4.875% due July 15, 2007
          300,000                  
6.55% due May 15, 2008
    45,000       45,000                  
4.10% due August 15, 2009
    125,000       125,000                  
Variable rate (5.00% at 1/1/08) due 2008
    150,000                        
Variable rate (5.09% at 1/1/08) due 2009
    150,000       150,000                  
4.00% due 2011
    100,000       100,000                  
5.125% due 2012
    200,000       200,000                  
4.90% to 6.375% due 2013-2047
    3,200,000       1,850,000                  
 
Total long-term notes payable
    3,970,000       2,770,000                  
 
Other long-term debt —
                               
Pollution control revenue bonds:
                               
3.76% to 5.45% due 2012-2036
    774,370       774,370                  
Variable rate (3.74% to 5.25% at 1/1/08) due 2011-2041
    1,120,275       929,475                  
 
Total other long-term debt
    1,894,645       1,703,845                  
 
Capitalized lease obligations
    70,733       76,227                  
 
Unamortized debt discount
    (5,196 )     (3,327 )                
 
Total long-term debt (annual interest requirement — $322.8 million)
    6,136,368       5,515,818                  
Less amount due within one year
    198,576       303,906                  
 
Long-term debt excluding amount due within one year
    5,937,792       5,211,912       47.0 %     46.5 %
 
Preferred and Preference Stock:
                               
Non-cumulative preferred stock
                               
$25 par value — 6.125%
                               
Authorized — 50,000,000 shares
                               
Outstanding — 1,800,000 shares
    44,991       44,991                  
Non-cumulative preference stock
                               
$100 par value — 6.50%
                               
Authorized — 15,000,000 shares
                               
Outstanding — 2,250,000 shares
    220,966                        
 
Total preferred and preference stock
                               
(annual dividend requirement — $17.4 million)
    265,957       44,991       2.1       0.4  
 
Common Stockholder’s Equity:
                               
Common stock, without par value —
                               
Authorized: 20,000,000 shares
                               
Outstanding: 9,261,500 shares
    398,473       398,473                  
Paid-in capital
    3,374,777       3,039,845                  
Retained earnings
    2,676,063       2,529,826                  
Accumulated other comprehensive income (loss)
    (13,893 )     (11,893 )                
 
Total common stockholder’s equity
    6,435,420       5,956,251       50.9       53.1  
 
Total Capitalization
  $ 12,639,169     $ 11,213,154       100.0 %     100.0 %
 
The accompanying notes are an integral part of these financial statements.
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STATEMENTS OF COMMON STOCKHOLDER’S EQUITY
For the Years Ended December 31, 2007, 2006, and 2005
Georgia Power Company 2007 Annual Report
                                         
                            Other    
    Common   Paid-In   Retained   Comprehensive    
    Stock   Capital   Earnings   Income (Loss)   Total
    (in thousands)
Balance at December 31, 2004
  $ 398,473     $ 2,550,801     $ 2,211,042     $ (37,040 )   $ 5,123,276  
Net income after dividends on preferred stock
                744,373             744,373  
Capital contributions from parent company
          166,738                   166,738  
Other comprehensive income (loss)
                      474       474  
Cash dividends on common stock
                (582,800 )           (582,800 )
Other
                22             22  
 
Balance at December 31, 2005
    398,473       2,717,539       2,372,637       (36,566 )     5,452,083  
Net income after dividends on preferred stock
                787,225             787,225  
Capital contributions from parent company
          322,306                   322,306  
Other comprehensive income (loss)
                      5,184       5,184  
Adjustment to initially apply FASB Statement No. 158, net of tax
                      19,489       19,489  
Cash dividends on common stock
                (630,000 )           (630,000 )
Other
                (36 )           (36 )
 
Balance at December 31, 2006
    398,473       3,039,845       2,529,826       (11,893 )     5,956,251  
Net income after dividends on preferred and preference stock
                836,136             836,136  
Capital contributions from parent company
          334,931                   334,931  
Other comprehensive income (loss)
                      (2,000 )     (2,000 )
Cash dividends on common stock
                (689,900 )           (689,900 )
Other
          1       1             2  
 
Balance at December 31, 2007
  $ 398,473     $ 3,374,777     $ 2,676,063     $ (13,893 )   $ 6,435,420  
 
The accompanying notes are an integral part of these financial statements.
STATEMENTS OF COMPREHENSIVE INCOME
For the Years Ended December 31, 2007, 2006, and 2005
Georgia Power Company 2007 Annual Report
                         
    2007   2006   2005
    (in thousands)
Net income after dividends on preferred and preference stock
  $ 836,136     $ 787,225     $ 744,373  
 
Other comprehensive income (loss):
                       
Qualifying hedges:
                       
Changes in fair value, net of tax of $(1,831), $(935), and $1,522,
    (2,938 )     (1,454 )     2,420  
Reclassification adjustment for amounts included in net income, net of tax of $278, $(441), and $861, respectively
    441       (700 )     1,065  
Marketable securities:
                       
Changes in fair value, net of tax of $291, $(494), and $317, respectively
    497       (817 )     501  
Pension and other postretirement benefit plans:
                       
Change in additional minimum pension liability, net of tax of $-, $5,143, and $(2,216), respectively
          8,155       (3,512 )
 
Total other comprehensive income (loss)
    (2,000 )     5,184       474  
 
Comprehensive Income
  $ 834,136     $ 792,409     $ 744,847  
 
The accompanying notes are an integral part of these financial statements.
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NOTES TO FINANCIAL STATEMENTS
Georgia Power Company 2007 Annual Report
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
General
Georgia Power Company (the Company) is a wholly owned subsidiary of Southern Company, which is the parent company of four traditional operating companies, Southern Power Company (Southern Power), Southern Company Services, Inc. (SCS), Southern Communications Services, Inc. (SouthernLINC Wireless), Southern Company Holdings, Inc. (Southern Holdings), Southern Nuclear Operating Company, Inc. (Southern Nuclear), and other direct and indirect subsidiaries. The traditional operating companies — Alabama Power, the Company, Gulf Power, and Mississippi Power — provide electric service in four Southeastern states. The Company operates as a vertically integrated utility providing electricity to retail customers within its traditional service area located within the State of Georgia and to wholesale customers in the Southeast. Southern Power constructs, acquires, and manages generation assets and sells electricity at market-based rates in the wholesale market. SCS, the system service company, provides at cost, specialized services to Southern Company and its subsidiary companies. SouthernLINC Wireless provides digital wireless communications services to the traditional operating companies and also markets these services to the public, and provides fiber cable services within the Southeast. Southern Holdings is an intermediate holding company subsidiary for Southern Company’s investments in synthetic fuels and leveraged leases and various other energy-related businesses. The investments in synthetic fuels ended on December 31, 2007. Southern Nuclear operates and provides services to Southern Company’s nuclear power plants.
The equity method is used for subsidiaries in which the Company has significant influence but does not control and for variable interest entities where the Company is not the primary beneficiary.
The Company is subject to regulation by the Federal Energy Regulatory Commission (FERC) and the Georgia Public Service Commission (PSC). The Company follows accounting principles generally accepted in the United States and complies with the accounting policies and practices prescribed by its regulatory commissions. The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires the use of estimates, and the actual results may differ from those estimates.
Reclassifications
Certain prior years’ data presented in the financial statements have been reclassified to conform to the current year presentation. These reclassifications had no effect on total assets, net income, or cash flows.
The balance sheets and the statements of cash flows have been modified to combine “Long-term Debt Payable to Affiliate Trusts” with “Long-term Debt.” Correspondingly, the statements of income were modified to report “Interest expense to affiliate trusts” together with “Interest expense, net of amounts capitalized”. The balance sheets were also modified to show a separate line item for “Prepaid Income Taxes”, the amount of which was included in “Prepaid Expenses” in the previous year’s presentation. Due to immateriality, the statements of cash flows were also modified by combining “Deferred expenses-affiliates” with “Other, net” within the operating activities section.
Affiliate Transactions
The Company has an agreement with SCS under which the following services are rendered to the Company at direct or allocated cost: general and design engineering, purchasing, accounting and statistical analysis, finance and treasury, tax, information resources, marketing, auditing, insurance and pension administration, human resources, systems and procedures, and other services with respect to business and operations and power pool operations. Costs for these services amounted to $442 million in 2007, $386 million in 2006, and $348 million in 2005. Cost allocation methodologies used by SCS were approved by the Securities and Exchange Commission prior to the repeal of the Public Utility Holding Company Act of 1935, as amended, and management believes they are reasonable. The FERC permits services to be rendered at cost by system service companies.
The Company has an agreement with Southern Nuclear under which the following nuclear-related services are rendered to the Company at cost: general executive and advisory services, general operations, management and technical services, administrative services including procurement, accounting, employee relations, systems and procedures services, strategic planning and budgeting services, and other services with respect to business and operations. Costs for these services amounted to $380 million in 2007, $348 million in 2006, and $328 million in 2005.

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NOTES (continued)
Georgia Power Company 2007 Annual Report
The Company had an agreement with Southern Power under which the Company operated and maintained Southern Power’s Plants Dahlberg, Franklin, and Wansley at cost. On August 1, 2007, that agreement was terminated and replaced with a service agreement under which the Company provides to Southern Power labor and other specifically requested services. Billings under these agreements with Southern Power amounted to $6.8 million in 2007, $5.4 million in 2006, and $5.2 million in 2005.
The Company has an agreement with SouthernLINC Wireless under which the Company receives digital wireless communications services and purchases digital equipment. Costs for these services amounted to $7.0 million in 2007, $7.1 million in 2006, and $7.7 million in 2005.
Southern Company’s 30% ownership interest in Alabama Fuel Products, LLC (AFP), which produced synthetic fuel, was terminated July 1, 2006. The Company had an agreement with an indirect subsidiary of Southern Company that provided services for AFP. Under this agreement, the Company provided certain accounting functions, including processing and paying fuel transportation invoices, and the Company was reimbursed for its expenses. Amounts billed under this agreement totaled approximately $85 million in 2007, $76 million in 2006, and $61 million in 2005. In addition, the Company purchased synthetic fuel from AFP for use at Plant Branch. Synthetic fuel purchases totaled $179 million, $195 million, and $216 million in 2007, 2006, and 2005, respectively. The synthetic fuel purchases and related party transactions were terminated as of December 31, 2007.
The Company has entered into several power purchase agreements (PPAs) with Southern Power for capacity and energy. Expenses associated with these PPAs were $440 million, $407 million, and $469 million in 2007, 2006, and 2005, respectively. Additionally, the Company had $26 million and $28 million of prepaid capacity expenses included in deferred charges and other assets in the balance sheets at December 31, 2007, and 2006, respectively. See Note 7 under “Purchased Power Commitments” for additional information.
The Company has an agreement with Gulf Power under which Gulf Power jointly owns a portion of Plant Scherer. Under this agreement, the Company operates Plant Scherer, and Gulf Power reimburses the Company for its proportionate share of the related expenses which were $5.1 million in 2007, $8.0 million in 2006, and $4.3 million in 2005. See Note 4 for additional information.
In 2007, the Company sold equipment at cost to Gulf Power for $4.0 million.
The Company provides incidental services to other Southern Company subsidiaries which are generally minor in duration and amount. However, with the hurricane damage experienced by Alabama Power, Gulf Power, and Mississippi Power in 2005, assistance provided to aid in storm restoration, including company labor, contract labor, and materials, caused an increase in these activities. The total amount of storm assistance provided to Alabama Power, Gulf Power, and Mississippi Power in 2005 was $4.3 million, $5.0 million, and $55.2 million, respectively. These activities were billed at cost. The Company provided no significant storm assistance to an affiliate in 2007 and 2006.
Also see Note 4 for information regarding the Company’s ownership in and PPA with Southern Electric Generating Company (SEGCO) and Note 5 for information on certain deferred tax liabilities due to affiliates.
The traditional operating companies, including the Company, and Southern Power may jointly enter into various types of wholesale energy, natural gas, and certain other contracts, either directly or through SCS as agent. Each participating company may be jointly and severally liable for the obligations incurred under these agreements. See Note 7 under “Fuel Commitments” for additional information.
Regulatory Assets and Liabilities
The Company is subject to the provisions of Financial Accounting Standards Board (FASB) Statement No. 71, “Accounting for the Effects of Certain Types of Regulation” (SFAS No. 71). Regulatory assets represent probable future revenues associated with certain costs that are expected to be recovered from customers through the ratemaking process. Regulatory liabilities represent probable future reductions in revenues associated with amounts that are expected to be credited to customers through the ratemaking process.

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NOTES (continued)
Georgia Power Company 2007 Annual Report
Regulatory assets and (liabilities) reflected in the Company’s balance sheets at December 31 relate to the following:
                         
    2007   2006   Note
    (in millions)        
Deferred income tax charges
  $ 533     $ 511       (a )
Loss on reacquired debt
    175       171       (b )
Vacation pay
    69       62       (c )
Corporate building lease
    49       51       (d )
Generating plant outage costs
    44       56       (e )
Underfunded retiree benefit plans
    235       310       (f )
Fuel-hedging assets
    14       58       (g )
Other regulatory assets
    68       42       (d )
Asset retirement obligations
    41       53       (a )
Other cost of removal obligations
    (415 )     (436 )     (a )
Deferred income tax credits
    (147 )     (157 )     (a )
Overfunded retiree benefit plans
    (540 )     (218 )     (f )
Fuel-hedging liabilities
    (9 )     (6 )     (g )
Other regulatory liabilities
    (12 )     (39 )     (d )
 
Total
  $ 105     $ 458          
 
Note:   The recovery and amortization periods for these regulatory assets and (liabilities) are as follows:
 
(a)   Asset retirement and removal liabilities are recorded, deferred income tax assets are recovered, and deferred tax liabilities are amortized over the related property lives, which may range up to 60 years. Asset retirement and removal liabilities will be settled and trued up following completion of the related activities.
 
(b)   Recovered over either the remaining life of the original issue or, if refinanced, over the life of the new issue which may range up to 50 years.
 
(c)   Recorded as earned by employees and recovered as paid, generally within one year.
 
(d)   Recorded and recovered or amortized as approved by the Georgia PSC.
 
(e)   See “Property, Plant, and Equipment” herein.
 
(f)   Recovered and amortized over the average remaining service period which may range up to 16 years. See Note 2 under “Retirement Benefits.”
 
(g)   Fuel-hedging assets and liabilities are recorded over the life of the underlying hedged purchase contracts, which generally do not exceed 42 months. Upon final settlement, costs are recovered through the fuel cost recovery clause.
In the event that a portion of the Company’s operations is no longer subject to the provisions of SFAS No. 71, the Company would be required to write off related regulatory assets and liabilities that are not specifically recoverable through regulated rates. In addition, the Company would be required to determine if any impairment to other assets, including plant, exists and write down the assets, if impaired, to their fair value. All regulatory assets and liabilities are reflected in rates.
Revenues
Energy and other revenues are recognized as services are provided. Unbilled revenues are accrued at the end of each fiscal period. Electric rates for the Company include provisions to adjust billings for fluctuations in fuel costs and the energy component of purchased power costs, and certain other costs. Revenues are adjusted for differences between the actual recoverable costs and amounts billed in current regulated rates.
Retail fuel cost recovery rates require periodic filings with the Georgia PSC. The Company is required to file its next fuel case by March 1, 2008. See Note 3 under “Retail Regulatory Matters — Fuel Cost Recovery.”

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NOTES (continued)
Georgia Power Company 2007 Annual Report
The Company has a diversified base of customers. No single customer or industry comprises 10% or more of revenues. For all periods presented, uncollectible accounts averaged less than 1% of revenues.
Fuel Costs
Fuel costs are expensed as the fuel is used. Fuel expense includes the cost of purchased emission allowances as they are used. Fuel expense also includes the amortization of the cost of nuclear fuel and a charge, based on nuclear generation, for the permanent disposal of spent nuclear fuel.
Nuclear Fuel Disposal Costs
The Company has contracts with the United States, acting through the U.S. Department of Energy (DOE), that provide for the permanent disposal of spent nuclear fuel. The DOE failed to begin disposing of spent nuclear fuel in 1998 as required by the contracts, and the Company is pursuing legal remedies against the government for breach of contract.
On July 9, 2007, the U.S. Court of Federal Claims awarded the Company $30 million, based on its ownership interests, representing all of the direct costs of the expansion of spent nuclear fuel storage facilities from 1998 through 2004. On July 24, 2007, the government filed a motion for reconsideration, which was denied on November 1, 2007. The government filed an appeal on January 2, 2008. No amounts have been recognized in the financial statements as of December 31, 2007. The final outcome of this matter cannot be determined at this time, but no material impact on net income is expected as any award received is expected to be returned to customers.
Sufficient pool storage capacity for spent fuel is available at Plant Vogtle to maintain full-core discharge capability for both units into 2014. Construction of an on-site dry storage facility at Plant Vogtle is expected to begin in sufficient time to maintain pool full-core discharge capability. At Plant Hatch, an on-site dry storage facility is operational and can be expanded to accommodate spent fuel through the expected life of the plant.
Property, Plant, and Equipment
Property, plant, and equipment is stated at original cost, less regulatory disallowances and impairments. Original cost includes: materials; labor; minor items of property; appropriate administrative and general costs; payroll- related costs such as taxes, pensions, and other benefits; and the interest capitalized and/or cost of funds used during construction.
The Company’s property, plant, and equipment consisted of the following at December 31:
                 
    2007   2006
    (in millions)
Generation
  $ 10,180     $ 10,064  
Transmission
    3,593       3,331  
Distribution
    6,985       6,652  
General
    1,225       1,205  
Plant acquisition adjustment
    28       28  
 
Total plant in service
  $ 22,011     $ 21,280  
 
The cost of replacements of property, exclusive of minor items of property, is capitalized. The cost of maintenance, repairs, and replacement of minor items of property is charged to maintenance expense as incurred or performed with the exception of certain generating plant maintenance costs. As mandated by a Georgia PSC order, the Company defers and amortizes nuclear refueling costs over the unit’s operating cycle before the next refueling. The refueling cycles are 18 and 24 months for Plants Vogtle and Hatch,

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NOTES (continued)
Georgia Power Company 2007 Annual Report
respectively. Also, in accordance with the Georgia PSC order, the Company defers the costs of certain significant inspection costs for the combustion turbines at Plant McIntosh and amortizes such costs over 10 years, which approximates the expected maintenance cycle.
Income and Other Taxes
The Company uses the liability method of accounting for deferred income taxes and provides deferred income taxes for all significant income tax temporary differences. Investment tax credits utilized are deferred and amortized to income over the average life of the related property. Taxes that are collected from customers on behalf of governmental agencies to be remitted to these agencies are presented net on the statements of income. In accordance with FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes” (FIN 48), the Company recognizes tax positions that are “more likely than not” of being sustained upon examination by the appropriate taxing authorities. See Note 5 under “Unrecognized Tax Benefits” for additional information on the effect of adopting FIN 48.
Depreciation and Amortization
Depreciation of the original cost of utility plant in service is provided primarily by using composite straight-line rates, which approximated 2.6% in each of 2007, 2006, and 2005. Depreciation studies are conducted periodically to update the composite rates that are approved by the Georgia PSC. Effective January 1, 2008, the Company’s depreciation rates were revised by the Georgia PSC.
When property subject to depreciation is retired or otherwise disposed of in the normal course of business, its original cost, together with the cost of removal, less salvage, is charged to accumulated depreciation. Minor items of property included in the original cost of the plant are retired when the related property unit is retired.
Under the Company’s retail rate plan for the three years ended December 31, 2007 (2004 Retail Rate Plan), the Company was ordered to recognize Georgia PSC—certified capacity costs in rates evenly over the three years covered by the 2004 Retail Rate Plan. The Company recorded credits to amortization of $19 million and $14 million in 2007 and 2006, respectively, and an increase to amortization of $33 million in 2005. See Note 3 under “Retail Regulatory Matters — Rate Plans” for additional information.
Asset Retirement Obligations and Other Costs of Removal
Asset retirement obligations are computed as the present value of the ultimate costs for an asset’s future retirement and are recorded in the period in which the liability is incurred. The costs are capitalized as part of the related long-lived asset and depreciated over the asset’s useful life. The Company has received accounting guidance from the Georgia PSC allowing the continued accrual of other future retirement costs for long-lived assets that the Company does not have a legal obligation to retire. Accordingly, the accumulated removal costs for these obligations will continue to be reflected in the balance sheets as a regulatory liability.
The liability recognized to retire long-lived assets primarily relates to the Company’s nuclear facilities, which include the Company’s ownership interests in Plants Hatch and Vogtle. The fair value of assets legally restricted for settling retirement obligations related to nuclear facilities as of December 31, 2007 was $589 million. In addition, the Company has retirement obligations related to various landfill sites, ash ponds, underground storage tanks, and asbestos removal. The Company also has identified retirement obligations related to certain transmission and distribution facilities, leasehold improvements, equipment on customer property, and property associated with the Company’s rail lines. However, liabilities for the removal of these assets have not been recorded because the range of time over which the Company may settle these obligations is unknown and cannot be reasonably estimated. The Company will continue to recognize in the statements of income the allowed removal costs in accordance with its regulatory treatment. Any difference between costs recognized under FASB Statement No. 143, “Accounting for Asset Retirement Obligations” (SFAS No. 143) and FASB Interpretation No. 47, “Conditional Asset Retirement Obligations” and those reflected in rates are recognized as either a regulatory asset or liability in the balance sheets as ordered by the Georgia PSC. See “Nuclear Decommissioning” herein for further information on amounts included in rates.

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Details of the asset retirement obligations included in the balance sheets are as follows:
                 
    2007   2006
    (in millions)
Balance beginning of year
  $ 627     $ 635  
Liabilities incurred
          5  
Liabilities settled
    (3 )     (2 )
Accretion
    40       41  
Cash flow revisions
          (52 )
 
Balance end of year
  $ 664     $ 627  
     
Nuclear Decommissioning
The Nuclear Regulatory Commission (NRC) requires licensees of commercial nuclear power reactors to establish a plan for providing reasonable assurance of funds for future decommissioning. The Company has external trust funds to comply with the NRC’s regulations. Use of the funds is restricted to nuclear decommissioning activities and the funds are managed and invested in accordance with applicable requirements of various regulatory bodies, including the NRC, the FERC, and the Georgia PSC, as well as the Internal Revenue Service (IRS). The trust funds are invested in a tax-efficient manner in a diversified mix of equity and fixed income securities and are classified as available-for-sale.
The trust funds are included in the balance sheets at fair value, as obtained from quoted market prices for the same or similar investments. As the external trust funds are actively managed by unrelated parties with limited direction from the Company, the Company does not have the ability to choose to hold securities with unrealized losses until recovery. Through 2005, the Company considered other-than-temporary impairments to be immaterial. However, since the January 1, 2006 effective date of FASB Staff Position FAS 115-1/124-1, “The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments” (FSP No. 115-1), the Company considers all unrealized losses to represent other-than-temporary impairments. The adoption of FSP No. 115-1 had no impact on the results of operations, cash flows, or financial condition of the Company as all losses have been and continue to be recorded through a regulatory liability, whether realized, unrealized, or identified as other-than-temporary.
Details of the securities held in these trusts at December 31, 2007 were as follows:
                         
            Other-than-Temporary    
2007   Unrealized Gains   Impairments   Fair Value
    (in millions)
Equity
  $ 125.5     $ (12.2 )   $ 402.4  
Debt
    4.8       (1.8 )     171.8  
Other
                14.8  
 
Total
  $ 130.3     $ (14.0 )   $ 589.0  
       
                         
            Other-than-Temporary    
2006   Unrealized Gains   Impairments   Fair Value
    (in millions)
 
Equity
  $ 106.9     $ (5.0 )   $ 378.3  
Debt
    3.0       (0.7 )     165.4  
Other
                0.3  
 
Total
    109.9     $ (5.7 )   $ 544.0  
       
The contractual maturities of debt securities at December 31, 2007 were as follows: $2.6 million in 2008, $38.5 million in 2009-2012, $41.1 million in 2013-2017, and $85.4 million thereafter.
Sales of the securities held in the trust funds resulted in cash proceeds of $441.4 million, $457.4 million, and $372.5 million in 2007, 2006, and 2005, respectively, all of which were re-invested. Realized gains and other-than-temporary impairment losses were $43.7 million and $39.1 million, respectively, in 2007 and $17.8 million and $12.1 million, respectively, in 2006. Net realized gains/(losses) were $12.6 million in 2005. Realized gains and other-than-temporary impairment losses are determined on a specific

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identification basis. In accordance with regulatory guidance, all realized and unrealized gains and losses are included in the regulatory liability for asset retirement obligations in the balance sheets and are not included in net income or other comprehensive income. Unrealized gains and other-than-temporary impairment losses are considered non-cash transactions for purposes of the statements of cash flows. Unrealized losses were not material in any period presented and did not require the recognition of any impairment to the underlying investments.
Amounts previously recorded in internal reserves are being transferred into the external trust funds over periods approved by the Georgia PSC. The NRC’s minimum external funding requirements are based on a generic estimate of the cost to decommission only the radioactive portions of a nuclear unit based on the size and type of reactor. The Company has filed plans with the NRC designed to ensure that, over time, the deposits and earnings of the external trust funds will provide the minimum funding amounts prescribed by the NRC.
Site study cost is the estimate to decommission a specific facility as of the site study year. The estimated costs of decommissioning are based on the most current study performed in 2006. The site study costs and accumulated provisions for decommissioning as of December 31, 2007 based on the Company’s ownership interests were as follows:
                 
    Plant Hatch   Plant Vogtle
 
Decommissioning periods:
               
Beginning year
    2034       2027  
Completion year
    2061       2051  
 
                 
    (in millions)
Site study costs:
               
Radiated structures
  $ 544     $ 507  
Non-radiated structures
    46       67  
 
Total site study costs
  $ 590     $ 574  
 
 
               
Accumulated provision
  $ 368     $ 222  
 
The decommissioning cost estimates are based on prompt dismantlement and removal of the plant from service. The actual decommissioning costs may vary from these estimates because of changes in the assumed date of decommissioning, changes in NRC requirements, or changes in the assumptions used in making these estimates.
For ratemaking purposes, the Company’s decommissioning costs are based on the NRC generic estimate to decommission the radioactive portion of the facilities. The Georgia PSC approved annual decommissioning costs for ratemaking were $7 million annually for Plant Vogtle for 2005 through 2007. Under the 2007 Retail Rate Plan, the annual decommissioning cost for ratemaking will decrease to $3 million for Plant Vogtle. Based on current estimates, the Company projects the external trust funds for Plant Hatch will be adequate to meet the decommissioning obligations with no further contributions. The NRC estimates are $450 million and $313 million for Plants Hatch and Vogtle, respectively. Significant assumptions used to determine the costs for ratemaking include an estimated inflation rate of 2.9% and an estimated trust earnings rate of 4.9%. Another significant assumption was that the operating licenses for Plant Vogtle, would remain at 40 years until a 20-year extension requested by the Company in June 2007 is authorized by the NRC. The Company anticipates the NRC may make a decision regarding the license extension for Plant Vogtle as early as 2009.
Allowance for Funds Used During Construction (AFUDC) and Interest Capitalized
In accordance with regulatory treatment, the Company records AFUDC, which represents the estimated debt and equity costs of capital funds that are necessary to finance the construction of new regulated facilities. While cash is not realized currently from such allowance, it increases the revenue requirement over the service life of the plant through a higher rate base and higher depreciation expense. The equity component of AFUDC is not included in calculating taxable income. For the years 2007, 2006, and 2005, the average AFUDC rates were 8.4%, 8.3%, and 8.0%, respectively, and AFUDC capitalized was $96.8 million, $44.1 million, and $41.1 million, respectively. AFUDC and interest capitalized, net of taxes were 10.3%, 5.0%, and 4.9% of net income after dividends on preferred and preference stock for 2007, 2006, and 2005, respectively.

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Impairment of Long-Lived Assets and Intangibles
The Company evaluates long-lived assets for impairment when events or changes in circumstances indicate that the carrying value of such assets may not be recoverable. The determination of whether an impairment has occurred is based on either a specific regulatory disallowance or an estimate of undiscounted future cash flows attributable to the assets, as compared with the carrying value of the assets. If an impairment has occurred, the amount of the impairment recognized is determined by either the amount of regulatory disallowance or by estimating the fair value of the assets and recording a loss if the carrying value is greater than the fair value. For assets identified as held for sale, the carrying value is compared to the estimated fair value less the cost to sell in order to determine if an impairment loss is required. Until the assets are disposed of, their estimated fair value is re-evaluated when circumstances or events change.
Storm Damage Reserve
The Company maintains a reserve for property damage to cover the cost of damages from major storms to its transmission and distribution lines and the cost of uninsured damages to its generation facilities and other property as mandated by the Georgia PSC. Under the 2004 Retail Rate Plan, the Company accrued $6.6 million annually that was recoverable through base rates. Starting January 1, 2008, the Company will accrue $21.4 million annually under the 2007 Retail Rate Plan. The Company expects the Georgia PSC to periodically review and adjust, if necessary, the amounts collected in rates for storm damage costs.
Cash and Cash Equivalents
For purposes of the financial statements, temporary cash investments are considered cash equivalents. Temporary cash investments are securities with original maturities of 90 days or less.
Materials and Supplies
Generally, materials and supplies include the average costs of transmission, distribution, and generating plant materials. Materials are charged to inventory when purchased and then expensed or capitalized to plant, as appropriate, when installed.
Fuel Inventory
Fuel inventory includes the average costs of oil, coal, natural gas, and emission allowances. Fuel is charged to inventory when purchased and then expensed as used and recovered by the Company through fuel cost recovery rates approved by the Georgia PSC. Emission allowances granted by the Environmental Protection Agency (EPA) are included in inventory at zero cost.
Stock Options
Southern Company provides non-qualified stock options to a large segment of the Company’s employees ranging from line management to executives. Prior to January 1, 2006, the Company accounted for options granted in accordance with Accounting Principles Board Opinion No. 25; thus, no compensation expense was recognized because the exercise price of all options granted equaled the fair market value on the date of the grant.
Effective January 1, 2006, the Company adopted the fair value recognition provisions of FASB Statement No. 123(R), “Share-Based Payment” (SFAS No. 123(R)), using the modified prospective method. Under that method, compensation cost for the years-ended December 31, 2007 and 2006 was recognized as the requisite service was rendered and included: (a) compensation cost for the portion of share-based awards granted prior to and that were outstanding as of January 1, 2006, for which the requisite service had not been rendered, based on the grant-date fair value of those awards as calculated in accordance with the original provisions of FASB Statement No. 123, “Accounting for Stock-Based Compensation”, and (b) compensation cost for all share-based awards granted subsequent to January 1, 2006, based on the grant-date fair value estimated in accordance with the provisions of SFAS No. 123(R). Results for prior periods have not been restated.
The compensation cost and tax benefits related to the grant and exercise of Southern Company stock options to the Company’s employees are recognized in the Company’s financial statements with a corresponding credit to equity, representing a capital contribution from Southern Company.

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For the Company, the adoption of SFAS No. 123(R) resulted in a reduction in earnings before income taxes and net income of $6.0 million and $3.7 million, respectively, for the year ended December 31, 2007, and $5.8 million and $3.6 million, respectively, for the year ended December 31, 2006. Additionally, SFAS No. 123(R) requires the gross excess tax benefits from stock option exercises to be reclassified as a financing cash flow as opposed to an operating cash flow; the reduction in operating cash flows and the increase in financing cash flows for the years ended December 31, 2007 and December 31, 2006 was $4.7 million and $2.8 million, respectively.
For the year ended December 31, 2005, prior to the adoption of SFAS No. 123(R), the pro forma impact on net income of fair-value accounting for options granted was as follows:
                         
            Options Impact    
2005   As Reported   After Tax   Pro Forma
    (in millions)
Net income
  $ 744     $ (3 )   $ 741  
Because historical forfeitures have been insignificant and are expected to remain insignificant, no forfeitures were assumed in the calculation of compensation expense; rather they are recognized when they occur.
The estimated fair values of stock options granted in 2007, 2006, and 2005 were derived using the Black-Scholes stock option pricing model. Expected volatility was based on historical volatility of Southern Company’s stock over a period equal to the expected term. The Company used historical exercise data to estimate the expected term that represents the period of time that options granted to employees are expected to be outstanding. The risk-free rate was based on the U.S. Treasury yield curve in effect at the time of grant that covers the expected term of the stock options. The following table shows the assumptions used in the pricing model and the weighted average grant-date fair value of stock options granted:
                         
Year Ended December 31   2007   2006   2005
 
Expected volatility
    14.8 %     16.9 %     17.9 %
Expected term (in years)
    5.0       5.0       5.0  
Interest rate
    4.6 %     4.6 %     3.9 %
Dividend yield
    4.3 %     4.4 %     4.4 %
Weighted average grant-date fair value
  $ 4.12     $ 4.15     $ 3.90  
Financial Instruments
The Company uses derivative financial instruments to limit exposure to fluctuations in interest rates, the prices of certain fuel purchases, and electricity purchases and sales. All derivative financial instruments are recognized as either assets or liabilities and are measured at fair value. Substantially all of the Company’s bulk energy purchases and sales contracts that meet the definition of a derivative are exempt from fair value accounting requirements and are accounted for under the accrual method. Other derivative contracts qualify as cash flow hedges of anticipated transactions or are recoverable through the Georgia PSC-approved fuel hedging program. This results in the deferral of related gains and losses in other comprehensive income or regulatory assets and liabilities, respectively, until the hedged transactions occur. Any ineffectiveness arising from cash flow hedges is recognized currently in net income. Other derivative contracts are marked to market through current period income and are recorded on a net basis in the statements of income.
The Company is exposed to losses related to financial instruments in the event of counterparties’ nonperformance. The Company has established controls to determine and monitor the creditworthiness of counterparties in order to mitigate the Company’s exposure to counterparty credit risk.
The Company’s financial instruments for which the carrying amount did not equal fair value at December 31 were as follows:
                 
    Carrying Amount   Fair Value
    (in millions)
 
Long-term debt:
               
2007
  $ 6,066     $ 5,969  
2006
  $ 5,440     $ 5,376  
The fair values were based on either closing market prices or closing prices of comparable instruments.

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Comprehensive Income
The objective of comprehensive income is to report a measure of all changes in common stock equity of an enterprise that result from transactions and other economic events of the period other than transactions with owners. Comprehensive income consists of net income, changes in the fair value of qualifying cash flow hedges and marketable securities, and prior to the adoption of SFAS No.158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans” (SFAS No. 158) the minimum pension liability, less income taxes and reclassifications for amounts included in net income.
Variable Interest Entities
The primary beneficiary of a variable interest entity must consolidate the related assets and liabilities. The Company has established certain wholly-owned trusts to issue preferred securities. However, the Company is not considered the primary beneficiary of the trusts. Therefore, the investments in these trusts are reflected as Other Investments, and the related loans from the trusts are reflected as Long-term Debt in the balance sheets. See Note 6 under “Long-Term Debt Payable to Affiliated Trusts” for additional information.
2. RETIREMENT BENEFITS
The Company has a defined benefit, trusteed pension plan covering substantially all employees. The plan is funded in accordance with requirements of the Employee Retirement Income Security Act of 1974, as amended (ERISA). No contributions to the plan are expected for the year ending December 31, 2008. The Company also provides certain defined benefit pension plans for a selected group of management and highly compensated employees. Benefits under these non-qualified pension plans are funded on a cash basis. In addition, the Company provides certain medical care and life insurance benefits for retired employees through other postretirement benefit plans. The Company funds related trusts to the extent required by the FERC. For the year ending December 31, 2008, postretirement trust contributions are expected to total approximately $23.0 million.
The measurement date for plan assets and obligations is September 30 for each year presented. Pursuant to SFAS No. 158, the Company will be required to change the measurement date for its defined benefit postretirement plans from September 30 to December 31 beginning with the year ending December 31, 2008.

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Pension Plans
The total accumulated benefit obligation for the pension plans was $2.0 billion in 2007 and $2.0 billion in 2006. Changes during the year in the projected benefit obligations and the fair value of plan assets were as follows:
                 
    2007   2006
    (in millions)
 
Change in benefit obligation
               
Benefit obligation at beginning of year
  $ 2,136     $ 2,172  
Service cost
    51       53  
Interest cost
    126       117  
Benefits paid
    (98 )     (95 )
Plan amendments
    15       2  
Actuarial (gain) loss
    (52 )     (113 )
     
Balance at end of year
    2,178       2,136  
     
 
Change in plan assets
               
Fair value of plan assets at beginning of year
    2,710       2,493  
Actual return on plan assets
    456       306  
Employer contributions
    5       6  
Benefits paid
    (98 )     (95 )
     
Fair value of plan assets at end of year
    3,073       2,710  
     
 
Funded status at end of year
    895       574  
Fourth quarter contributions
    2       2  
     
Prepaid pension asset, net
  $ 897     $ 576  
     
At December 31, 2007, the projected benefit obligations for the qualified and non-qualified pension plans were $2.0 billion and $133 million, respectively. All plan assets are related to the qualified pension plan.
Pension plan assets are managed and invested in accordance with all applicable requirements, including ERISA and the Internal Revenue Code of 1986, as amended (Internal Revenue Code). The Company’s investment policy covers a diversified mix of assets, including equity and fixed income securities, real estate, and private equity. Derivative instruments are used primarily as hedging tools but may also be used to gain efficient exposure to the various asset classes. The Company primarily minimizes the risk of large losses through diversification but also monitors and manages other aspects of risk. The actual composition of the Company’s pension plan assets as of the end of the year, along with the targeted mix of assets, is presented below:
                         
    Target   2007   2006
 
Domestic equity
    36 %     38 %     38 %
International equity
    24       24       23  
Fixed income
    15       15       16  
Real estate
    15       16       16  
Private equity
    10       7       7  
       
Total
    100 %     100 %     100 %
       

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Amounts recognized in the balance sheets related to the Company’s pension plans consist of the following:
                 
    2007   2006
    (in millions)
Prepaid pension costs
  $ 1,027     $ 689  
Other regulatory assets
    64       56  
Current liabilities, other
    (7 )     (6 )
Other regulatory liabilities
    (540 )     (218 )
Employee benefit obligations
    (123 )     (107 )
     
Presented below are the amounts included in regulatory assets and regulatory liabilities at December 31, 2007 and 2006 related to the defined benefit pension plans that have not yet been recognized in net periodic pension cost along with the estimated amortization of such amounts for 2008.
                 
    Prior Service Cost   Net(Gain)/Loss
    (in millions)
Balance at December 31, 2007:
               
Regulatory asset
  $ 24     $ 40  
Regulatory liabilities
    81       (621 )
     
Total
  $ 105     $ (581 )
     
                 
    (in millions)
Balance at December 31, 2006:
               
Regulatory asset
  $ 11     $ 45  
Regulatory liabilities
    92       (310 )
     
Total
  $ 103     $ (265 )
     
                 
    (in millions)
Estimated amortization in net periodic pension cost in 2008:
               
Regulatory assets
  $ 3     $ 3  
Regulatory liabilities
    11        
 
Total
  $ 14     $ 3  
     
The changes in the balances of regulatory assets and regulatory liabilities related to the defined benefit pension plans for the year ended December 31, 2007 are presented in the following table:
                 
 
    Regulatory Assets     Regulatory Liabilities
    (in millions)
Beginning balance
  $ 56     $ (218 )
Net gain
    (1 )     (311 )
Change in prior service costs
    15        
Reclassification adjustments:
               
Amortization of prior service costs
    (3 )     (11 )
Amortization of net gain
    (3 )      
 
Total reclassification adjustments
    (6 )     (11 )
     
Total change
    8       (322 )
     
Ending balance
  $ 64     $ (540 )
     

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Components of net periodic pension cost (income) were as follows:
                         
    2007   2006   2005
    (in millions)
Service cost
  $ 51     $ 53     $ 47  
Interest cost
    126       117       112  
Expected return on plan assets
    (195 )     (184 )     (186 )
Recognized net (gain) loss
    3       6       4  
Net amortization
    14       8       9  
       
Net periodic pension cost (income)
  $ (1 )   $     $ (14 )
    ==  
Net periodic pension cost (income) is the sum of service cost, interest cost, and other costs netted against the expected return on plan assets. The expected return on plan assets is determined by multiplying the expected rate of return on plan assets and the market-related value of plan assets. In determining the market-related value of plan assets, the Company has elected to amortize changes in the market value of all plan assets over five years rather than recognize the changes immediately. As a result, the accounting value of plan assets that is used to calculate the expected return on plan assets differs from the current fair value of the plan assets.
Future benefit payments reflect expected future service and are estimated based on assumptions used to measure the projected benefit obligation for the pension plans. At December 31, 2007, estimated benefit payments were as follows:
         
    Benefit Payments
    (in millions)
2008
  $ 110  
2009
    115  
2010
    119  
2011
    134  
2012
    142  
2013 to 2017
  $ 682  
 

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Other Postretirement Benefits
Changes during the year in the accumulated postretirement benefit obligations (APBO) and in the fair value of plan assets were as follows:
                 
    2007   2006
    (in millions)
 
Change in benefit obligation
               
Benefit obligation at beginning of year
  $ 807     $ 812  
Service cost
    10       11  
Interest cost
    47       43  
Benefits paid
    (35 )     (34 )
Actuarial (gain) loss
    (33 )     (27 )
Retiree drug subsidy
    2       2  
     
Balance at end of year
    798       807  
     
 
Change in plan assets
               
Fair value of plan assets at beginning of year
    388       362  
Actual return on plan assets
    54       35  
Employer contributions
    18       48  
Benefits paid
    (33 )     (57 )
     
Fair value of plan assets at end of year
    427       388  
     
Funded status at end of year
    (371 )     (419 )
Fourth quarter contributions
    31       20  
     
Accrued liability (recognized in the balance sheets)
  $ (340 )   $ (399 )
     
Other postretirement benefits plan assets are managed and invested in accordance with all applicable requirements, including ERISA and the Internal Revenue Code. The Company’s investment policy covers a diversified mix of assets, including equity and fixed income securities, real estate, and private equity. Derivative instruments are used primarily as hedging tools but may also be used to gain efficient exposure to the various asset classes. The Company primarily minimizes the risk of large losses through diversification but also monitors and manages other aspects of risk. The actual composition of the Company’s other postretirement benefit plan assets as of the end of the year, along with the targeted mix of assets, is presented below:
                         
    Target   2007   2006
 
Domestic equity
    43 %     46 %     44 %
International equity
    21       23       20  
Fixed income
    29       25       27  
Real estate
    4       4       6  
Private equity
    3       2       3  
       
Total
    100 %     100 %     100 %
       
Amounts recognized in the balance sheets related to the Company’s other postretirement benefit plans consist of the following:
                 
    2007   2006
    (in millions)
Other regulatory assets
  $ 171     $ 255  
Employee benefit obligations
    (340 )     (399 )
     

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Presented below are the amounts included in regulatory assets at December 31, 2007 and 2006 related to the other postretirement benefit plans that have not yet been recognized in net periodic postretirement benefit cost along with the estimated amortization of such amounts for 2008:
                         
    Prior Service   Net   Transition
    Cost   (Gain)/Loss   Obligation
    (in millions)
 
Balance at December 31, 2007:
                       
Regulatory assets
  $ 22     $ 94     $ 55  
       
 
Balance at December 31, 2006:
                       
Regulatory assets
  $ 24     $ 166     $ 64  
       
 
Estimated amortization in net periodic postretirement benefit cost in 2008:
                       
Regulatory assets
  $ 2     $ 5     $ 9  
       
The change in the balance of regulatory assets related to the other postretirement benefit plans for the year ended December 31, 2007 is presented in the following table:
         
    Regulatory Assets
    (in millions)
Beginning balance
  $ 254  
Net gain
    (64 )
Change in prior service costs
     
Reclassification adjustments:
       
Amortization of transition obligation
    (9 )
Amortization of prior service costs
    (2 )
Amortization of net gain
    (8 )
   
Total reclassification adjustments
    (19 )
   
Total change
    (83 )
   
Ending balance
  $ 171  
   
Components of the other postretirement benefit plans’ net periodic cost were as follows:
                         
    2007   2006   2005
    (in millions)
Service cost
  $ 10     $ 11     $ 11  
Interest cost
    47       44       43  
Expected return on plan assets
    (26 )     (25 )     (23 )
Net amortization
    19       22       19  
       
Net postretirement cost
  $ 50     $ 52     $ 50  
       
The Medicare Prescription Drug, Improvement, and Modernization Act of 2003 (Medicare Act) provides a 28% prescription drug subsidy for Medicare eligible retirees. The effect of the subsidy reduced the Company’s expenses for the years ended December 31, 2007, 2006, and 2005 by approximately $14 million, $16 million, and $11 million, respectively.

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Future benefit payments, including prescription drug benefits, reflect expected future service and are estimated based on assumptions used to measure the APBO for the postretirement plans. Estimated benefit payments are reduced by drug subsidy receipts expected as a result of the Medicare Act as follows:
                         
    Benefit Payments   Subsidy Receipts   Total
    (in millions)
2008
  $ 43     $ (3 )   $ 40  
2009
    46       (4 )     42  
2010
    51       (4 )     47  
2011
    55       (5 )     50  
2012
    58       (5 )     53  
2013 to 2017
  $ 331     $ (37 )   $ 294  
       
Actuarial Assumptions
The weighted average rates assumed in the actuarial calculations used to determine both the benefit obligations as of the measurement date and the net periodic costs for the pension and other postretirement benefit plans for the following year are presented below. Net periodic benefit costs were calculated in 2004 for the 2005 plan year using a discount rate of 5.75%.
                         
    2007   2006   2005
 
Discount
    6.30 %     6.00 %     5.50 %
Annual salary increase
    3.75       3.50       3.00  
Long-term return on plan assets
    8.50       8.50       8.50  
       
The Company determined the long-term rate of return based on historical asset class returns and current market conditions, taking into account the diversification benefits of investing in multiple asset classes.
An additional assumption used in measuring the APBO was a weighted average medical care cost trend rate of 9.75% for 2008, decreasing gradually to 5.25% through the year 2015, and remaining at that level thereafter. An annual increase or decrease in the assumed medical care cost trend rate of 1% would affect the APBO and the service and interest cost components at December 31, 2007 as follows:
                 
    1 Percent   1 Percent
    Increase   Decrease
    (in millions)
Benefit obligation
  $ 62     $ 53  
Service and interest costs
  $ 5     $ 4  
     
Employee Savings Plan
The Company also sponsors a 401(k) defined contribution plan covering substantially all employees. The Company provides an 85% matching contribution up to 6% of an employee’s base salary. Prior to November 2006, the Company matched employee contributions at a rate of 75% up to 6% of the employee’s base salary. Total matching contributions made to the plan for 2007, 2006, and 2005 were $24 million, $21 million, and $20 million, respectively.
3. CONTINGENCIES AND REGULATORY MATTERS
General Litigation Matters
The Company is subject to certain claims and legal actions arising in the ordinary course of business. In addition, the Company’s business activities are subject to extensive governmental regulation related to public health and the environment. Litigation over environmental issues and claims of various types, including property damage, personal injury, common law nuisance, and citizen enforcement of environmental requirements such as opacity and air and water quality standards, has increased generally throughout the United States. In particular, personal injury claims for damages caused by alleged exposure to hazardous materials have become

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more frequent. The ultimate outcome of such pending or potential litigation against the Company cannot be predicted at this time; however, for current proceedings not specifically reported herein, management does not anticipate that the liabilities, if any, arising from such current proceedings would have a material adverse effect on the Company’s financial statements.
Environmental Matters
New Source Review Actions
In November 1999, the EPA brought a civil action in the U.S. District Court for the Northern District of Georgia against certain Southern Company subsidiaries, including Alabama Power and the Company, alleging that these subsidiaries had violated the New Source Review (NSR) provisions of the Clean Air Act and related state laws at certain coal-fired generating facilities, including the Company’s Plants Bowen and Scherer. Through subsequent amendments and other legal procedures, the EPA filed a separate action in January 2001 against Alabama Power in the U.S. District Court for the Northern District of Alabama after Alabama Power was dismissed from the original action. In these lawsuits, the EPA alleged that NSR violations occurred at eight coal-fired generating facilities operated by Alabama Power and the Company. The civil actions request penalties and injunctive relief, including an order requiring the installation of the best available control technology at the affected units. The action against the Company has been administratively closed since the spring of 2001, and the case has not been reopened.
In June 2006, the U.S. District Court for the Northern District of Alabama entered a consent decree between Alabama Power and the EPA, resolving the alleged NSR violations at Plant Miller. The consent decree required Alabama Power to pay $100,000 to resolve the government’s claim for a civil penalty and to donate $4.9 million of sulfur dioxide emission allowances to a nonprofit charitable organization and formalized specific emissions reductions to be accomplished by Alabama Power, consistent with other Clean Air Act programs that require emissions reductions. In August 2006, the district court in Alabama granted Alabama Power’s motion for summary judgment and entered final judgment in favor of Alabama Power on the EPA’s claims related to the remaining four plants.
The plaintiffs appealed the district court’s decision to the U.S. Court of Appeals for the Eleventh Circuit, and the appeal was stayed by the Appeals Court pending the U.S. Supreme Court’s decision in a similar case against Duke Energy. The Supreme Court issued its decision in the Duke Energy case in April 2007. On October 5, 2007, the U.S. District Court for the Northern District of Alabama issued an order in the Alabama Power case indicating a willingness to re-evaluate its previous decision in light of the Supreme Court’s Duke Energy opinion. On December 21, 2007, the Eleventh Circuit vacated the district court’s decision in the Alabama Power case and remanded the case back to the district court for consideration of the legal issues in light of the Supreme Court’s decision in the Duke Energy case.
The Company believes it has complied with applicable laws and the EPA regulations and interpretations in effect at the time the work in question took place. The Clean Air Act authorizes maximum civil penalties of $25,000 to $32,500 per day, per violation at each generating unit, depending on the date of the alleged violation. An adverse outcome in either of these cases could require substantial capital expenditures or affect the timing of currently budgeted capital expenditures that cannot be determined at this time and could possibly require payment of substantial penalties. Such expenditures could affect future results of operations, cash flows, and financial condition if such costs are not recovered through regulated rates.
Carbon Dioxide Litigation
In July 2004, attorneys general from eight states, each outside of the Company’s service territory, and the corporation counsel for New York City filed a complaint in the U.S. District Court for the Southern District of New York against Southern Company, including the Company, and four other electric power companies. A nearly identical complaint was filed by three environmental groups in the same court. The complaints allege that the companies’ emissions of carbon dioxide, a greenhouse gas, contribute to global warming, which the plaintiffs assert is a public nuisance. Under common law public and private nuisance theories, the plaintiffs seek a judicial order (1) holding each defendant jointly and severally liable for creating, contributing to, and/or maintaining global warming and (2) requiring each of the defendants to cap its emissions of carbon dioxide and then reduce those emissions by a specified percentage each year for at least a decade. Plaintiffs have not, however, requested that damages be awarded in connection with their claims. The Company believes these claims are without merit and notes that the complaint cites no statutory or regulatory basis for the claims. In September 2005, the U.S. District Court for the Southern District of New York granted Southern Company’s and the other defendants’ motions to dismiss these cases. The plaintiffs filed an appeal to the U.S. Court of Appeals for the Second Circuit in October 2005 and no decision has been issued. The ultimate outcome of these matters cannot be determined at this time.

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Environmental Remediation
Through 2007, the Company recovered environmental costs through its base rates. Beginning in 2005, such rates included an annual accrual of $5.4 million for environmental remediation. Beginning in January 2008, the Company is recovering environmental remediation costs through a new tariff (see “Rate Plans” herein) that includes an annual accrual of $1.2 million for environmental remediation. Environmental remediation expenditures will be charged against the reserve as they are incurred. The annual accrual amount will be reviewed and adjusted in future regulatory proceedings. Under Georgia PSC ratemaking provisions, $22 million had previously been deferred in a regulatory liability account for use in meeting future environmental remediation costs of the Company and was amortized over a three-year period that ended December 31, 2007. As of December 31, 2007, the balance of the environmental remediation liability was $13.5 million.
The Company has been designated as a potentially responsible party at sites governed by the Georgia Hazardous Site Response Act and/or by the federal Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA), including a large site in Brunswick, Georgia on the CERCLA National Priorities List (NPL). The parties have completed the removal of wastes from the Brunswick site as ordered by the EPA. Additional claims for recovery of natural resource damages at this site or for the assessment and potential cleanup of other sites on the Georgia Hazardous Sites Inventory and the CERCLA NPL are anticipated.
The final outcome of these matters cannot now be determined. However, based on the currently known conditions at these sites and nature and extent of activities relating to these sites, management does not believe that additional liabilities, if any, at these sites would be material to the Company’s financial statements.
FERC Matters
Market-Based Rate Authority
The Company has authorization from the FERC to sell power to non-affiliates, including short-term opportunity sales, at market-based prices. Specific FERC approval must be obtained with respect to a market-based contract with an affiliate.
In December 2004, the FERC initiated a proceeding to assess Southern Company’s generation dominance within its retail service territory. The ability to charge market-based rates in other markets is not an issue in the proceeding. Any new market-based rate sales by the Company in Southern Company’s retail service territory entered into during a 15-month refund period that ended in May 2006 could be subject to refund to a cost-based rate level.
In late June and July 2007, hearings were held in this proceeding and the presiding administrative law judge issued an initial decision on November 9, 2007 regarding the methodology to be used in the generation dominance tests. The proceedings are ongoing. The ultimate outcome of this generation dominance proceeding cannot now be determined, but an adverse decision by the FERC in a final order could require the Company to charge cost-based rates for certain wholesale sales in the Southern Company retail service territory, which may be lower than negotiated market-based rates and could also result in refunds of up to $5.8 million, plus interest. The Company believes that there is no meritorious basis for this proceeding and is vigorously defending itself in this matter.
On June 21, 2007, the FERC issued its final rule regarding market-based rate authority. The FERC generally retained its current market-based rate standards. The impact of this order and its effect on the generation dominance proceeding cannot now be determined.
Intercompany Interchange Contract
The Company’s generation fleet is operated under the Intercompany Interchange Contract (IIC), as approved by the FERC. In May 2005, the FERC initiated a new proceeding to examine (1) the provisions of the IIC among the traditional operating companies (including the Company), Southern Power, and SCS, as agent, under the terms of which the power pool of Southern Company is operated, (2) whether any parties to the IIC have violated the FERC’s standards of conduct applicable to utility companies that are transmission providers, and (3) whether Southern Company’s code of conduct defining Southern Power as a “system company” rather than a “marketing affiliate” is just and reasonable. In connection with the formation of Southern Power, the FERC authorized Southern Power’s inclusion in the IIC in 2000. The FERC also previously approved Southern Company’s code of conduct.
In October 2006, the FERC issued an order accepting a settlement resolving the proceeding subject to Southern Company’s agreement to accept certain modifications to the settlement’s terms and Southern Company notified the FERC that it accepted the modifications. The modifications largely involve functional separation and information restrictions related to marketing activities conducted on

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behalf of Southern Power. Southern Company filed with the FERC in November 2006 a compliance plan in connection with the order. On April 19, 2007, the FERC approved, with certain modifications, the plan submitted by Southern Company. Implementation of the plan is not expected to have a material impact on the Company’s financial statements. On November 19, 2007, Southern Company notified the FERC that the plan had been implemented and the FERC division of audits subsequently began an audit pertaining to compliance implementation and related matters, which is ongoing.
Generation Interconnection Agreements
In November 2004, generator company subsidiaries of Tenaska, Inc. (Tenaska), as counterparties to three previously executed interconnection agreements with subsidiaries of Southern Company, including the Company, filed complaints at the FERC requesting that the FERC modify the agreements and that the Company refund a total of $7.9 million previously paid for interconnection facilities. No other similar complaints are pending with the FERC.
On January 19, 2007, the FERC issued an order granting Tenaska’s requested relief. Although the FERC’s order required the modification of Tenaska’s interconnection agreements, under the provisions of the order the Company determined that no refund was payable to Tenaska. Southern Company requested rehearing asserting that the FERC retroactively applied a new principle to existing interconnection agreements. Tenaska requested rehearing of FERC’s methodology for determining the amount of refunds. The requested rehearings were denied and Southern Company and Tenaska have appealed the orders to the U.S. Circuit Court for the District of Columbia. The final outcome of this matter cannot now be determined.
Right of Way Litigation
In late 2001, certain subsidiaries of Southern Company, including Alabama Power, the Company, Gulf Power, Mississippi Power, and Southern Telecom, Inc. (a subsidiary of SouthernLINC Wireless), were named as defendants in a lawsuit brought by a telecommunications company that uses certain of the defendants’ rights of way. This lawsuit alleges, among other things, that the defendants are contractually obligated to indemnify, defend, and hold harmless the telecommunications company from any liability that may be assessed against it in pending and future right of way litigation. The Company believes that the plaintiff’s claims are without merit. In the fall of 2004, the trial court stayed the case until resolution of the underlying landowner litigation discussed above. In January 2005, the Georgia Court of Appeals dismissed the telecommunications company’s appeal of the trial court’s order for lack of jurisdiction. An adverse outcome in this matter, combined with an adverse outcome against the telecommunications company could result in substantial judgments; however, the final outcome cannot now be determined.
Income Tax Matters
The Company’s 2005 through 2007 income tax filings for the State of Georgia included state income tax credits for increased activity through Georgia ports. The Company has also filed similar claims for the years 2002 through 2004. The Georgia Department of Revenue has not responded to these claims. On July 24, 2007, the Company filed a complaint in the Superior Court of Fulton County to recover the credits claimed for the years 2002 through 2004. If the Company prevails, these claims could have a significant, and possibly material, positive effect on the Company’s net income. If the Company is not successful, payment of the related state tax could have a significant, and possibly material, negative effect on the Company’s cash flow. The ultimate outcome of this matter cannot now be determined. See Note 5 under “Unrecognized Tax Benefits” for additional information.
Property Tax Matters
The Monroe County Board of Tax Assessors (Monroe Board) had issued assessments reflecting substantial increases in the ad valorem tax valuation of the Company’s 22.95% ownership interest in Plant Scherer, which is located in Monroe County, Georgia (Monroe County) for tax years 2003 through 2007.
In November 2004, the Company filed suit against the Monroe Board in the Superior Court of Monroe County. The Company requested injunctive relief prohibiting Monroe County and the Monroe Board from unlawfully changing the value of Plant Scherer and ultimately collecting additional ad valorem taxes from the Company. In December 2005, the court granted Monroe County’s motion for summary judgment. The Company filed an appeal of the Superior Court’s decision to the Georgia Supreme Court.
On March 30, 2007, the Georgia Court of Appeals reversed the trial court and ruled that the Monroe Board had exceeded its legal authority and remanded the case for entry of an injunction prohibiting the Monroe Board from collecting taxes based on its

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independent valuation of Plant Scherer. On July 16, 2007, the Georgia Supreme Court agreed to hear the Monroe Board’s requested review of this decision. On January 9, 2008, the Georgia Supreme Court upheld the appeals court decision. This litigation is now concluded.
Retail Regulatory Matters
Merger
Effective July 1, 2006, Savannah Electric, which was also a wholly owned subsidiary of Southern Company, was merged into the Company. The Company has accounted for the merger in a manner similar to a pooling of interests, and the Company’s financial statements included herein now reflect the merger as though it had occurred on January 1, 2004.
Rate Plans
In December 2004, the Georgia PSC approved the 2004 Retail Rate Plan for the Company. Under the terms of the 2004 Retail Rate Plan, the Company’s earnings were evaluated against a retail return on equity (ROE) range of 10.25% to 12.25%. Two-thirds of any earnings above 12.25% were applied to rate refunds, with the remaining one-third retained by the Company. Retail rates and customer fees increased by approximately $203 million effective January 1, 2005 to cover the higher costs of purchased power, operating and maintenance expenses, environmental compliance, and continued investment in new generation, transmission, and distribution facilities to support growth and ensure reliability. In 2007, the Company refunded 2005 earnings above 12.25% retail ROE. There were no refunds related to earnings for the years 2006 and 2007.
In December 2007, the Georgia PSC approved the 2007 Retail Rate Plan for the years 2008 through 2010. Retail base rates increased by approximately $99.7 million effective January 1, 2008 to provide for cost recovery of transmission, distribution, generation, and other investment, as well as increased operating costs. In addition, the new environmental compliance cost recovery (ECCR) tariff was implemented to recover costs incurred for environmental projects required by state and federal regulations. The ECCR tariff increased rates by approximately $222 million effective January 1, 2008. Under the 2007 Retail Rate Plan, the Company’s earnings will continue to be evaluated against a retail ROE range of 10.25% to 12.25%. Two thirds of any earnings above 12.25% will be applied to rate refunds with the remaining one-third applied to the ECCR tariff. The Company agreed that it will not file for a general base rate increase during this period unless its projected retail ROE falls below 10.25%.
The Company is required to file a general rate case by July 1, 2010, in response to which the Georgia PSC would be expected to determine whether the 2007 Retail Rate Plan should be continued, modified, or discontinued.
Fuel Cost Recovery
The Company has established fuel cost recovery rates approved by the Georgia PSC. In May 2005, the Georgia PSC approved the Company’s request to increase customer fuel rates by approximately 9.5% to recover under recovered fuel costs of approximately $508 million existing as of May 31, 2005 over a four-year period that began June 1, 2005.
In November 2005, the Georgia PSC voted to approve Savannah Electric’s request to increase customer rates to recover estimated under recovered fuel costs of approximately $71.8 million as of November 30, 2005 over an estimated four-year period beginning December 1, 2005, as well as future projected fuel costs.
In March 2006, the Company and Savannah Electric filed a combined request for fuel cost recovery rate changes with the Georgia PSC to be effective July 1, 2006, concurrent with the merger of the companies. In June 2006, the Georgia PSC ruled on the request and approved an increase in the Company’s total annual fuel billings of approximately $400 million. The Georgia PSC order provided for a combined ongoing fuel forecast but reduced the requested increase related to such forecast by $200 million. The Georgia PSC also set a merger transition adjustment (MTA) applicable to customers in the former Savannah Electric service territory so that the fuel rate that became effective on July 1, 2006 plus the MTA equaled the applicable fuel rate paid by such customers as of June 30, 2006. Amounts collected under the MTA were being credited to customers in the original Georgia Power service territory through a merger transition credit through December 31, 2007. The order also required the Company to file for a new fuel cost recovery rate on a semi-annual basis, beginning in September 2006. Accordingly, on September 15, 2006, the Company filed a request to recover fuel costs incurred through August 2006 by increasing the fuel cost recovery rate. On November 13, 2006, under agreement with the Georgia PSC staff, the Company filed a supplementary request reflecting a forecast of annual fuel costs, as well as updated information for previously incurred fuel costs.

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On February 6, 2007, the Georgia PSC approved an increase in the Company’s total annual billings of approximately $383 million effective March 1, 2007. The Georgia PSC order reduced the Company’s requested increase in the forecast of annual fuel costs by $40 million and disallowed $4 million of previously incurred fuel costs. Estimated under recovered fuel costs through February 2007 are being recovered through May 2009 for customers in the original Georgia Power territory and through November 2009 for customers in the former Savannah Electric territory. On December 31, 2006, the Company had an under recovered fuel balance of approximately $898 million, of which approximately $544 million was included in deferred charges and other assets in the balance sheets. As of December 31, 2007, the Company had an under recovered fuel balance of approximately $692 million, of which approximately $307 million is included in deferred charges and other assets in the balance sheets. The order also requires the Company to file for a new fuel cost recovery rate no later than March 1, 2008.
Fuel Hedging Program
The Georgia PSC has approved a natural gas, oil procurement, and hedging program that allows the Company to use financial instruments to hedge price and commodity risk associated with these fuels, subject to certain limits in terms of time, volume, dollars, and physical amounts hedged. The costs of the program, including any net losses, are recovered as a fuel cost through the fuel cost recovery clause. Annual net financial gains from the hedging program, through June 30, 2006, were shared with the retail customers receiving 75% and the Company retaining 25% of the total net gains. Effective July 1, 2006, the profit sharing framework related to the fuel hedging program was terminated. In 2005, the Company had a total net gain of $74.6 million, of which the Company retained $18.6 million. The Company realized net losses in 2006 and 2007 of $66 million and $68 million, respectively.
Nuclear Project Cost Deferral
In June 2006, the Georgia PSC approved the Company’s request to defer for future recovery the early site permit and combined construction and operating license costs, of which the Company’s portion is estimated to total approximately $51 million. At December 31, 2007, approximately $28.4 million is included in deferred charges and other assets. At this point, no final decision has been made regarding actual construction. Any new generation resource must be certified by the Georgia PSC in a separate proceeding.
4. JOINT OWNERSHIP AGREEMENTS
The Company and Alabama Power own equally all of the outstanding capital stock of SEGCO which owns electric generating units with a total rated capacity of 1,020 megawatts, as well as associated transmission facilities. The capacity of the units has been sold equally to the Company and Alabama Power under a contract which, in substance, requires payments sufficient to provide for the operating expenses, taxes, debt service, and return on investment, whether or not SEGCO has any capacity and energy available. The term of the contract extends automatically for two-year periods, subject to either party’s right to cancel upon two year’s notice.
The Company’s share of expenses included in purchased power from affiliates in the statements of income is as follows:
                         
    2007   2006   2005
    (in millions)
 
Energy
  $ 66     $ 58     $ 54  
Capacity
    42       38       38  
       
Total
  $ 108     $ 96     $ 92  
       
The Company owns undivided interests in Plants Vogtle, Hatch, Scherer, and Wansley in varying amounts jointly with Oglethorpe Power Corporation (OPC), the Municipal Electric Authority of Georgia (MEAG), the city of Dalton, Georgia, Florida Power & Light Company, Jacksonville Electric Authority, and Gulf Power. Under these agreements, the Company has contracted to operate and maintain the plants as agent for the co-owners and is jointly and severally liable for third party claims related to these plants. In addition, the Company jointly owns the Rocky Mountain pumped storage hydroelectric plant with OPC who is the operator of the plant. The Company and Progress Energy Florida, Inc. jointly own a combustion turbine unit (Intercession City) operated by Progress Energy Florida, Inc.

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At December 31, 2007 the Company’s percentage ownership and investment (exclusive of nuclear fuel) in jointly owned facilities in commercial operation were as follows:
                         
    Company           Accumulated
Facility (Type)   Ownership   Investment   Depreciation
    (in millions)
Plant Vogtle (nuclear)
    45.7 %   $ 3,288     $ 1,900  
Plant Hatch (nuclear)
    50.1       938       509  
Plant Wansley (coal)
    53.5       406       185  
Plant Scherer (coal)
                       
Units 1 and 2
    8.4       116       64  
Unit 3
    75.0       566       309  
Rocky Mountain (pumped storage)
    25.4       170       99  
Intercession City (combustion-turbine)
    33.3       12       3  
       
At December 31, 2007, the portion of total construction work in progress related to Plants Wansley, Scherer, and Rocky Mountain was $170.3 million, $66.5 million, and $4.0 million, respectively, primarily for environmental projects.
The Company’s proportionate share of its plant operating expenses is included in the corresponding operating expenses in the statements of income.
5. INCOME TAXES
Southern Company files a consolidated federal income tax return and combined income tax returns for the States of Alabama, Georgia, and Mississippi. Under a joint consolidated income tax allocation agreement, each subsidiary’s current and deferred tax expense is computed on a stand-alone basis and no subsidiary is allocated more expense than would be paid if they filed a separate income tax return. In accordance with IRS regulations, each company is jointly and severally liable for the tax liability.
Current and Deferred Income Taxes
The transfer of the Plant McIntosh construction project from Southern Power to the Company in 2005 resulted in a deferred gain to Southern Power for federal income tax purposes. The Company is reimbursing Southern Power for the remaining balance of the related deferred taxes of $4.6 million as it is reflected in Southern Power’s future taxable income. $4.1 million of this payable to Southern Power is included in Other Deferred Credits and $0.5 million is included in Affiliated Accounts Payable in the balance sheets at December 31, 2007.
The transfer of the Dahlberg, Wansley, and Franklin projects to Southern Power from the Company in 2001 and 2002 also resulted in a deferred gain for federal income tax purposes. Southern Power is reimbursing the Company for the remaining balance of the related deferred taxes of $9.5 million as it is reflected in the Company’s future taxable income. $7.7 million of this receivable from Southern Power is included in Other Deferred Debits and $1.8 million is included in Affiliated Accounts Receivable in the balance sheets at December 31, 2007.

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Details of income tax provisions are as follows:
                         
    2007   2006   2005
    (in millions)
 
Federal —
                       
Current
  $ 442     $ 393     $ 166  
Deferred
    (72 )     7       226  
       
 
    370       400       392  
     
State —
                       
Current
    54       33       24  
Deferred
    (6 )     9       32  
Deferred investment tax credits
                 
 
 
    48       42       56  
 
Total
  $ 418     $ 442     $ 448  
       
The tax effects of temporary differences between the carrying amounts of assets and liabilities in the financial statements and their respective tax bases, which give rise to deferred tax assets and liabilities, are as follows:
                 
    2007   2006
    (in millions)
Deferred tax liabilities —
               
Accelerated depreciation
  $ 2,376     $ 2,303  
Property basis differences
    568       568  
Employee benefit obligations
    374       243  
Fuel clause under recovery
    281       365  
Premium on reacquired debt
    71       69  
Regulatory assets associated with employee benefit obligations
    123       156  
Asset retirement obligations
    257       242  
Other
    53       75  
     
Total
    4,103       4,021  
     
Deferred tax assets —
               
Federal effect of state deferred taxes
    160       123  
Employee benefit obligations
    226       226  
Other property basis differences
    130       138  
Other deferred costs
    131       131  
Other comprehensive income
    2       9  
Regulatory liabilities associated with employee benefit obligations
    209       84  
Unbilled fuel revenue
    34       27  
Asset retirement obligations
    257       242  
Other
    35       41  
     
Total
    1,184       1,021  
     
Total deferred tax liabilities, net
    2,919       3,000  
Portion included in current liabilities, net
    (69 )     (185 )
     
Accumulated deferred income taxes in the balance sheets
  $ 2,850     $ 2,815  
     
At December 31, 2007, tax-related regulatory assets were $533 million and tax-related regulatory liabilities were $147 million. The assets are attributable to tax benefits flowed through to customers in prior years and to taxes applicable to capitalized interest. The liabilities are attributable to deferred taxes previously recognized at rates higher than current enacted tax law and to unamortized investment tax credits.

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Georgia Power Company 2007 Annual Report
In accordance with regulatory requirements, deferred investment tax credits are amortized over the life of the related property with such amortization normally applied as a credit to reduce depreciation in the statements of income. Credits amortized in this manner amounted to $13.0 million annually in 2007, 2006, and 2005. At December 31, 2007, all investment tax credits available to reduce federal income taxes payable had been utilized.
Effective Tax Rate
A reconciliation of the federal statutory income tax rate to the effective income tax rate was as follows:
                         
    2007   2006   2005
Federal statutory rate
    35.0 %     35.0 %     35.0 %
State income tax, net of federal deduction
    2.4       2.2       3.1  
Non-deductible book depreciation
    1.1       1.1       1.2  
AFUDC Equity
    (1.9 )     (0.9 )     (0.9 )
Donations
    (1.7 )            
Other
    (1.7 )     (1.6 )     (0.9 )
       
Effective income tax rate
    33.2 %     35.8 %     37.5 %
       
The decrease in 2007’s effective tax rate is the result of the tax benefits associated with donations and an increase in state tax credits and the federal manufacturer’s tax deduction.
In 2007, the Company donated 2,200 acres of land in the Tallulah Gorge State Park to the State of Georgia. The estimated value of this donation along with an increase in non-taxable AFUDC equity and available state tax credits as well as higher federal tax deductions caused a lower effective income tax rate for the year ended 2007, when compared to prior years. For additional information regarding litigation related to state tax credits, see Note 3 under “Income Tax Matters.”
The American Jobs Creation Act of 2004 created a tax deduction for the portion of income attributable to United States production activities as defined in Internal Revenue Code Section 199 (production activities deduction). The deduction is equal to a stated percentage of the taxpayer’s qualified production activities income. The percentage is phased in over the years 2005 through 2010 with a 3% rate applicable to the years 2005 and 2006, a 6% rate applicable for years 2007 through 2009, and a 9% rate applicable for all years after 2009. This increase from 3% in 2006 to 6% was one of several factors that increased the Company’s 2007 deduction by $18.6 million in tax deductions. The resulting tax benefit was $6.5 million.
Unrecognized Tax Benefits
On January 1, 2007, the Company adopted FIN 48 which requires companies to determine whether it is “more likely than not” that a tax position will be sustained upon examination by the appropriate taxing authorities before any part of the benefit can be recorded in the financial statements. It also provides guidance on the recognition, measurement, and classification of income tax uncertainties, along with any related interest and penalties.
Prior to adoption of FIN 48, the Company had unrecognized tax benefits which were previously accrued under Statement of Financial Accounting Standards No. 5, “Accounting for Contingencies” of approximately $62 million. Upon adoption of FIN 48, an additional $3 million of unrecognized tax benefits were recorded, which resulted in a total balance of $65 million. The $3 million relates to tax positions for which ultimate deductibility is highly certain, but for which there is uncertainty as to the timing of such deductibility. Of the total $65 million unrecognized tax benefits, $62 million would impact the Company’s effective tax rate if recognized. For 2007, the total amount of unrecognized tax benefits increased by $24.2 million, resulting in a balance of $89.2 million as of December 31, 2007.

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Georgia Power Company 2007 Annual Report
Changes during the year in unrecognized tax benefits were as follows:
         
    2007
    (in millions)
Unrecognized tax benefits as of adoption
  $ 65.0  
Tax positions from current periods
    20.5  
Tax positions from prior periods
    3.7  
Reductions due to settlements
     
Reductions due to expired statute of limitations
     
 
Balance at end of year
  $ 89.2  
   
Impact on the Company’s effective tax rate, if recognized, is as follows:
         
    2007
    (in millions)
Tax positions impacting the effective tax rate
  $ 86.1  
Tax positions not impacting the effective tax rate
    3.1  
   
Balance at end of year
  $ 89.2  
   
Accrued interest for unrecognized tax benefits:
         
    2007
    (in millions)
Interest accrued as of adoption
  $ 2.7  
Interest accrued during the year
    4.4  
   
Balance at end of year
  $ 7.1  
   
The Company classifies interest on tax uncertainties as interest expense. Net interest accrued for the year ended December 31, 2007 was $7.1 million. The Company did not accrue any penalties on uncertain tax positions.
The IRS has audited and closed all tax returns prior to 2004. The audits for the state returns have either been concluded, or the statute of limitations has expired, for years prior to 2002.
It is reasonably possible that the amount of the unrecognized benefit with respect to certain of the Company’s unrecognized tax positions will significantly increase or decrease within the next 12 months. The possible settlement of the Georgia state tax credits litigation, production activities deduction methodology, and/or the conclusion or settlement of federal or state audits could impact the balances significantly. At this time, an estimate of the range of reasonably possible outcomes cannot be determined. See Note 3 under “Income Tax Matters” herein for additional information.
6. FINANCING
Outstanding Classes of Capital Stock
The Company currently has preferred stock, Class A preferred stock, preference stock, and common stock authorized. The Company has shares of its Class A preferred stock, preference stock, and common stock outstanding. The Company’s Class A preferred stock ranks senior to the Company’s preference stock and common stock with respect to payment of dividends and voluntary or involuntary dissolution. The Company’s preference stock ranks senior to the common stock with respect to the payment of dividends and voluntary or involuntary dissolution. Certain series of the Class A preferred stock and preference stock are subject to redemption at the option of the Company on or after a specified date (typically 5 or 10 years after the date of issuance) at a redemption price equal to 100% of the liquidation amount of the stock. In addition, the Company may redeem the outstanding series of the preference stock at a redemption price equal to 100% of the liquidation amount plus a make-whole premium based on the present value of the liquidation amount and future dividends.

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Dividend Restrictions
The Company can only pay dividends to Southern Company out of retained earnings or paid-in-capital.
Long-Term Debt Payable to Affiliated Trusts
The Company has formed certain wholly owned trust subsidiaries for the purpose of issuing preferred securities. The proceeds of the related equity investments and preferred security sales were loaned back to the Company through the issuance of junior subordinated notes totaling $206 million, which constitute substantially all of the assets of these trusts and are reflected in the balance sheets as “Long-term Debt.” The Company considers that the mechanisms and obligations relating to the preferred securities issued for its benefit, taken together, constitute a full and unconditional guarantee by it of the respective trusts’ payment obligations with respect to these securities. During 2007, the Company redeemed junior subordinated notes and the related trust preferred securities issued by Georgia Power Capital Trusts V and VI. At December 31, 2007, preferred securities of $200 million were outstanding. See Note 1 under “Variable Interest Entities” for additional information on the accounting treatment for these trusts and the related securities.
Securities Due Within One Year
A summary of the scheduled maturities and redemptions of securities due within one year at December 31 is as follows:
                 
    2007   2006
    (in millions)
Capital lease
  $ 4     $ 4  
Senior notes
    195       300  
     
Total
  $ 199     $ 304  
     
Redemptions and/or maturities through 2012 applicable to total long-term debt are as follows: $199 million in 2008; $279 million in 2009; $4 million in 2010; $115 million in 2011; and $288 million in 2012.
Pollution Control Bonds
Pollution control obligations represent loans to the Company from public authorities of funds derived from sales by such authorities of revenue bonds issued to finance pollution control facilities. The Company is required to make payments sufficient for the authorities to meet principal and interest requirements of such bonds. The Company has incurred obligations in connection with the sale by public authorities of tax-exempt pollution control revenue bonds. The amount of tax-exempt pollution control revenue bonds outstanding at December 31, 2007 was $1.9 billion. Proceeds from certain issuances are restricted until the expenditures are incurred.
Senior Notes
The Company issued $1.5 billion aggregate principal amount of unsecured senior notes in 2007. The proceeds of the issuance were used to repay a portion of the Company’s short term indebtedness, fund note maturities, redeem long-term debt payable to affiliated trusts, and fund the Company’s continuous construction program. At December 31, 2007 and 2006, the Company had $4.0 billion and $2.8 billion of senior notes outstanding, respectively. These senior notes are effectively subordinated to all secured debt of the Company, which aggregated $71 million at December 31, 2007.
Capital Leases
Assets acquired under capital leases are recorded in the balance sheets as utility plant in service, and the related obligations are classified as long-term debt. At December 31, 2007 and 2006, the Company had a capitalized lease obligation for its corporate headquarters building of $69 million and $72 million, respectively, with an interest rate of 8.1%. For ratemaking purposes, the Georgia PSC has treated the lease as an operating lease and has allowed only the lease payments in cost of service. The difference between the accrued expense and the lease payments allowed for ratemaking purposes has been deferred and is being amortized to expense as ordered by the Georgia PSC. See Note 1 under “Regulatory Assets and Liabilities.” At December 31, 2007 and 2006, the Company had capitalized lease obligations of $1.9 million for its vehicles and $4.1 million for its vehicles and the Plant Kraft coal unloading dock, respectively. However, for ratemaking purposes, these obligations are treated as operating leases and, as such, lease payments are charged to expense as incurred. The annual expense incurred for these leases in 2007, 2006, and 2005 was $9.2 million, $9.6 million, and $9.7 million, respectively. In March 2007, the Savannah Economic Development Authority Taxable Industrial

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Revenue Bonds First Series 1996 were redeemed; therefore, as of December 31, 2007, the Company no longer has a capital lease obligation for the Plant Kraft unloading dock.
Bank Credit Arrangements
At the beginning of 2008, the Company had credit arrangements with banks totaling $1.2 billion, of which $8 million was used to support outstanding letters of credit. Of these facilities, $40 million expires during 2008, with the remaining $1.1 billion expiring in 2012. The facility that expires in 2008 provides the option of converting borrowings into a two-year term loan. The Company expects to renew its facilities, as needed, prior to expiration. The agreements contain stated borrowing rates. All the agreements require payment of commitment fees based on the unused portion of the commitments or the maintenance of compensating balances with the banks. Commitment fees are less than 1/8 of 1% for the Company. Compensating balances are not legally restricted from withdrawal.
The credit arrangements contain covenants that limit the level of indebtedness to capitalization to 65%, as defined in the arrangements. For purposes of these definitions, indebtedness excludes the long-term debt payable to affiliated trusts and, in certain cases, other hybrid securities. In addition, the credit arrangements contain cross default provisions that would trigger an event of default if the Company defaulted on other indebtedness above a specified threshold. At December 31, 2007, the Company was in compliance with all such covenants. None of the arrangements contain material adverse change clauses at the time of borrowings.
The $1.2 billion of unused credit arrangements provides liquidity support to the Company’s variable rate pollution control bonds and its commercial paper borrowing. The amount of variable rate pollution control bonds outstanding requiring liquidity support as of December 31, 2007 was $301 million. In addition, the Company borrows under a commercial paper program and an extendible commercial note program. The amount of commercial paper outstanding at December 31, 2007, 2006, and 2005 was $616 million, $733 million, and $327 million, respectively. There were no outstanding extendible commercial notes at December 31, 2007. Commercial paper is included in notes payable on the balance sheets.
During 2007, the peak amount of short-term debt outstanding was $1.1 billion and the average amount outstanding was $638 million. The average annual interest rate on short-term debt in 2007 was 5.3%.
Financial Instruments
The Company enters into energy-related derivatives to hedge exposures to electricity, gas, and other fuel price changes. However, due to cost-based rate regulations, the Company has limited exposure to market volatility in commodity fuel prices and prices of electricity. See Note 3 under “Retail Regulatory Matters — Fuel Hedging Program” for information on the Company’s fuel hedging program. The Company also enters into hedges of forward electricity sales. There was no material ineffectiveness related to energy related derivatives recorded in earnings in any period presented. At December 31, 2007, the $0.4 million fair value of net losses of derivative energy contracts were reflected in the financial statements as regulatory assets. The fair value gain or loss for hedges that are recoverable through the regulatory fuel clauses are recorded in regulatory assets and liabilities and are recognized in earnings at the same time the hedged items affect earnings. The Company has energy-related hedges in place up to and including 2010. The Company enters into derivatives to hedge exposure to interest rate changes. Derivatives related to variable rate securities or forecasted transactions are accounted for as cash flow hedges. The derivatives employed as hedging instruments are structured to minimize ineffectiveness. As such, no material ineffectiveness has been recorded in earnings for any period presented.

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At December 31, 2007, the Company had $539 million notional amounts of interest derivatives accounted for as cash flow hedges outstanding with net fair value gains/(losses) as follows:
                                 
                            Fair Value
Notional        Variable Rate   Weighted Average      Hedge Maturity   Gain/(Loss)
Amount            Received   Fixed Rate Paid                Date   December 31, 2007
(in millions)   (in millions)
$ 100    
1-month LIBOR*
    3.85 %     January 2008   $  
$ 14    
SIFMA Index **
    2.50 %     January 2008   $  
$ 225    
3-month LIBOR
    5.26 %     March 2018     (10.4 )
$ 100    
3-month LIBOR
    5.12 %     June 2018     (3.3 )
$ 100    
3-month LIBOR
    5.28 %     February 2019     (3.6 )
         
*   Interest rate collar with variable rate based on a percentage of one-month LIBOR (showing rate cap)
 
**   Hedged using the Securities Industry and Financial Markets Association Municipal Swap Index (SIFMA), (Formerly the Bond Market Association/PSA Municipal Swap Index)
Subsequent to December 31, 2007, the Company entered into $601 million notional amounts of interest rate swaps related to variable rate debt through December 2009.
The fair value gain or loss for cash flow hedges is recorded in other comprehensive income and is reclassified into earnings at the same time the hedged items affect earnings. In 2007, 2006, and 2005, the Company settled gains/(losses) totaling $12.1 million, $(3.9) million, and $0.9 million, respectively, upon termination of certain interest derivatives at the same time it issued debt. The effective portion of these gains/(losses) have been deferred in other comprehensive income and will be amortized to interest expense over the life of the original interest derivative. Amounts reclassified from other comprehensive income to interest expense were immaterial for all periods presented. For 2008, pre-tax losses of approximately $3 million are expected to be reclassified from other comprehensive income to interest expense. The Company has interest related hedges in place through 2019 and has realized gains/(losses) that are being amortized through 2037.
7. COMMITMENTS
Construction Program
The Company currently estimates property additions to be approximately $2.0 billion, $2.0 billion, and $1.8 billion, in 2008, 2009, and 2010, respectively. These amounts include $116 million, $138 million, and $128 million in 2008, 2009, and 2010, respectively, for construction expenditures related to contractual purchase commitments for uranium and nuclear fuel conversion, enrichment, and fabrication services included under “Fuel Commitments.” The construction program is subject to periodic review and revision, and actual construction costs may vary from estimates because of numerous factors, including, but not limited to, changes in business conditions, changes in FERC rules and regulations, revised load growth estimates, changes in environmental regulations, changes in existing nuclear plants to meet new regulatory requirements, increasing costs of labor, equipment, and materials, and cost of capital. At December 31, 2007, significant purchase commitments were outstanding in connection with the construction program.
Long-Term Service Agreements
The Company has entered into a Long-Term Service Agreement (LTSA) with General Electric (GE) for the purpose of securing maintenance support for the combustion turbines at the Plant McIntosh combined cycle facility. In summary, the LTSA stipulates that GE will perform all planned inspections on the covered equipment, which includes the cost of all labor and materials. GE is also obligated to cover the costs of unplanned maintenance on the covered equipment subject to a limit specified in each contract.
In general, this LTSA is in effect through two major inspection cycles per unit. Scheduled payments to GE, which are subject to price escalation, are made quarterly based on actual operating hours of the respective units. Total payments to GE under this agreement are currently estimated at $187.7 million over the remaining term of the agreement, which is currently projected to be approximately 10 years. However, the LTSA contains various cancellation provisions at the option of the Company.
The Company has also entered into an LTSA with GE through 2014 for neutron monitoring system parts and electronics at Plant Hatch. Total remaining payments to GE under this agreement are currently estimated at $9.2 million. The contract contains

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cancellation provisions at the option of the Company. Payments made to GE prior to the performance of any work are recorded as a prepayment in the balance sheets. Work performed by GE is capitalized or charged to expense as appropriate net of any joint owner billings, based on the nature of the work.
The Company has entered into a LTSA with Mitsubishi Power Systems Americas, Inc. (MPS) for the purpose of providing certain parts and maintenance services for the three combined cycle units under construction at Plant McDonough, which are scheduled to go into service in February 2011, June 2011, and June 2012, respectively. The LTSA stipulates that MPS will perform all planned maintenance on each covered unit which includes the cost of all materials and services. MPS is also obligated to cover costs of unplanned maintenance on the gas turbines subject to limits specified in the LTSA.
This LTSA will commence in 2011 and is in effect through two major inspection cycles per covered unit. Periodic payments to MPS are to be made quarterly and will also be made based on the scheduled inspections for the respective covered units. Payments to MPS under this agreement, which are subject to price escalation, are currently estimated to be $536.8 million for the term of the agreement which is expected to be between 12 and 13 years. However, the LTSA contains various termination provisions at the option of the Company.
Limestone Commitments
As part of the Company’s program to reduce sulfur dioxide emissions from certain of its coal plants, the Company is constructing certain equipment and has entered into various long-term commitments for the procurement of limestone to be used in such equipment. Contracts are structured with tonnage minimums and maximums in order to account for changes in coal burn and sulfur content. The Company has a minimum contractual obligation of 3.8 million tons, equating to approximately $114.6 million through 2019. Estimated expenditures over the next five years are $4.5 million in 2008, $10.2 million in 2009, $19.2 million in 2010, $14.6 million in 2011, and $14.9 million in 2012.
Fuel Commitments
To supply a portion of the fuel requirements of its generating plants, the Company has entered into various long-term commitments for the procurement of fossil and nuclear fuel. In most cases, these contracts contain provisions for price escalations, minimum purchase levels, and other financial commitments. Coal commitments include forward contract purchases for sulfur dioxide emission allowances. Natural gas purchase commitments contain fixed volumes with prices based on various indices at the time of delivery. Amounts included in the chart below represent estimates based on New York Mercantile Exchange future prices at December 31, 2007.
Total estimated minimum long-term obligations at December 31, 2007 were as follows:
                         
    Commitments
    Natural Gas   Coal   Nuclear Fuel
    (in millions)
2008
  $ 684     $ 1,653     $ 116  
2009
    503       1,070       138  
2010
    229       449       128  
2011
    375       82       110  
2012
    386       47       110  
2013 and thereafter
    2,803       21       125  
       
Total
  $ 4,980     $ 3,322     $ 727  
       
Additional commitments for fuel will be required to supply the Company’s future needs. Total charges for nuclear fuel included in fuel expense were $79 million, $71 million and $70 million for the years 2007, 2006, and 2005, respectively.
SCS may enter into various types of wholesale energy and natural gas contracts acting as an agent for the Company and all of the other Southern Company traditional operating companies and Southern Power. Under these agreements, each of the traditional operating companies and Southern Power may be jointly and severally liable. The creditworthiness of Southern Power is currently inferior to the creditworthiness of the traditional operating companies. Accordingly, Southern Company has entered into keep-well agreements with the Company and each of the other traditional operating companies to ensure they will not subsidize or be responsible for any costs, losses, liabilities, or damages resulting from the inclusion of Southern Power as a contracting party under these agreements.

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Georgia Power Company 2007 Annual Report
Purchased Power Commitments
The Company has commitments regarding a portion of a 5% interest in Plant Vogtle owned by MEAG that are in effect until the latter of the retirement of the plant or the latest stated maturity date of MEAG’s bonds issued to finance such ownership interest. The payments for capacity are required whether or not any capacity is available. The energy cost is a function of each unit’s variable operating costs. Portions of the capacity payments relate to costs in excess of Plant Vogtle’s allowed investment for ratemaking purposes. The present value of these portions at the time of the disallowance was written off. Generally, the cost of such capacity and energy is included in purchased power from non-affiliates in the statements of income. Capacity payments totaled $46 million, $49 million, and $54 million in 2007, 2006, and 2005, respectively. The Company also has entered into other various long-term power purchase agreements (PPAs). Estimated total long-term obligations under these commitments at December 31, 2007 were as follows:
                         
    Vogtle   Affiliated   Non-Affiliated
    Capacity Payments   PPA   PPA
    (in millions)
2008
  $ 49     $ 209     $ 84  
2009
    53       209       90  
2010
    53       153       132  
2011
    51       119       148  
2012
    49       107       107  
2013 and thereafter
    139       702       1,504  
       
Total
  $ 394     $ 1,499     $ 2,065  
       
Operating Leases
The Company has entered into various operating leases with various terms and expiration dates. Rental expenses related to these operating leases totaled $31 million for 2007, $33 million for 2006, and $39 million for 2005.
At December 31, 2007, estimated minimum lease payments for these noncancelable operating leases were as follows:
                         
    Minimum Lease Payments
    Rail Cars   Other   Total
    (in millions)
2008
  $ 18     $ 11     $ 29  
2009
    17       9       26  
2010
    16       7       23  
2011
    16       6       22  
2012
    9       3       12  
2013 and thereafter
    24       5       29  
       
Total
  $ 100     $ 41     $ 141  
       
In addition to the rental commitments above, the Company has obligations upon expiration of certain rail car leases with respect to the residual value of the leased property. These leases expire in 2011 and the Company’s maximum obligation is $40.7 million. At the termination of the leases, at the Company’s option, the Company may either exercise its purchase option or the property can be sold to a third party. The Company expects that the fair market value of the leased property would substantially reduce or eliminate the Company’s payments under the residual value obligation. A portion of the rail car lease obligations is shared with the joint owners of Plants Scherer and Wansley. A majority of the rental expenses related to the rail car leases are fully recoverable through the fuel cost recovery clause as ordered by the Georgia PSC and the remaining portion is recovered through base rates.

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Guarantees
Alabama Power has guaranteed unconditionally the obligation of SEGCO under an installment sale agreement for the purchase of certain pollution control facilities at SEGCO’s generating units, pursuant to which $24.5 million principal amount of pollution control revenue bonds are outstanding. Alabama Power has also guaranteed $50 million in senior notes issued by SEGCO. The Company has agreed to reimburse Alabama Power for the pro rata portion of such obligations corresponding to the Company’s then proportionate ownership of stock of SEGCO if Alabama Power is called upon to make such payment under its guaranty.
As discussed earlier in this Note under “Operating Leases,” the Company has entered into certain residual value guarantees related to rail car leases.
8. STOCK OPTION PLAN
Southern Company provides non-qualified stock options to a large segment of the Company’s employees ranging from line management to executives. As of December 31, 2007, 1,658 current and former employees of the Company participated in the stock option plan. The maximum number of shares of Southern Company common stock that may be issued under this plan may not exceed 40 million. The prices of options granted to date have been at the fair market value of the shares on the dates of grant. Options granted to date become exercisable pro rata over a maximum period of three years from the date of grant. The Company generally recognizes stock option expense on a straight-line basis over the vesting period which equates to the requisite service period; however for employees who are eligible for retirement the total cost is expensed at the grant date. Options outstanding will expire no later than 10 years after the date of grant, unless terminated earlier by the Southern Company Board of Directors in accordance with the stock option plan. For certain stock option awards a change in control will provide accelerated vesting.
The Company’s activity in the stock option plan for 2007 is summarized below:
                 
    Shares Subject to   Weighted Average
    Option   Exercise Price
 
Outstanding at December 31, 2006
    7,830,583     $ 28.42  
Granted
    1,432,410       36.42  
Exercised
    (1,717,486 )     25.59  
Cancelled
    (7,398 )     30.13  
 
Outstanding at December 31, 2007
    7,538,109     $ 30.59  
     
Exercisable at December 31, 2007
    4,837,923     $ 28.13  
     
The number of stock options vested, and expected to vest in the future, as of December 31, 2007 was not significantly different from the number of stock options outstanding at December 31, 2007 as stated above. At December 31, 2007, the weighted average remaining contractual term for the options outstanding and options exercisable was 6.4 years and 5.2 years, respectively, and the aggregate intrinsic value for the options outstanding and options exercisable was $61.5 million and $51.4 million, respectively.
As of December 31, 2007, there was $2.3 million of total unrecognized compensation cost related to stock option awards not yet vested. That cost is expected to be recognized over a weighted-average period of approximately 10 months.
The total intrinsic value of options exercised during the years ended December 31, 2007, 2006, and 2005 was $17.4 million, $10.3 million, and $24.2 million, respectively. The actual tax benefit realized by the Company for the tax deductions from stock option exercises totaled $6.7 million, $4.0 million, and $9.4 million, respectively, for the years ended December 31, 2007, 2006, and 2005.
9. NUCLEAR INSURANCE
Under the Price-Anderson Amendments Act (Act), the Company maintains agreements of indemnity with the NRC that, together with private insurance, cover third-party liability arising from any nuclear incident occurring at the Company’s Plants Hatch and Vogtle. The Act provides funds up to $10.8 billion for public liability claims that could arise from a single nuclear incident. Each nuclear plant is insured against this liability to a maximum of $300 million by American Nuclear Insurers (ANI), with the remaining coverage provided by a mandatory program of deferred premiums that could be assessed, after a nuclear incident, against all owners of nuclear reactors. The Company could be assessed up to $101 million per incident for each licensed reactor it operates but not more than an

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aggregate of $15 million per incident to be paid in a calendar year for each reactor. Such maximum assessment, excluding any applicable state premium taxes, for the Company, based on its ownership and buyback interests, is $203 million, per incident, but not more than an aggregate of $30 million to be paid for each incident in any one year. Both the maximum assessment per reactor and the maximum yearly assessment are adjusted for inflation at least every five years. The next scheduled adjustment is due on or before August 31, 2008.
The Company is a member of Nuclear Electric Insurance Limited (NEIL), a mutual insurer established to provide property damage insurance in an amount up to $500 million for members’ nuclear generating facilities.
Additionally, the Company has policies that currently provide decontamination, excess property insurance, and premature decommissioning coverage up to $2.3 billion for losses in excess of the $500 million primary coverage. This excess insurance is also provided by NEIL.
NEIL also covers the additional costs that would be incurred in obtaining replacement power during a prolonged accidental outage at a member’s nuclear plant. Members can purchase this coverage, subject to a deductible waiting period of up to 26 weeks, with a maximum per occurrence per unit limit of $490 million. After the deductible period, weekly indemnity payments would be received until either the unit is operational or until the limit is exhausted in approximately three years. The Company purchases the maximum limit allowed by NEIL, subject to ownership limitations. Each facility has elected a 12-week waiting period.
Under each of the NEIL policies, members are subject to assessments if losses each year exceed the accumulated funds available to the insurer under that policy. The current maximum annual assessments for the Company under the NEIL policies would be $51 million.
Claims resulting from terrorist acts are covered under both the ANI and NEIL policies (subject to normal policy limits). The aggregate, however, that NEIL will pay for all claims resulting from terrorist acts in any 12 month period is $3.2 billion plus such additional amounts NEIL can recover through reinsurance, indemnity, or other sources.
For all on-site property damage insurance policies for commercial nuclear power plants, the NRC requires that the proceeds of such policies shall be dedicated first for the sole purpose of placing the reactor in a safe and stable condition after an accident. Any remaining proceeds are to be applied next toward the costs of decontamination and debris removal operations ordered by the NRC, and any further remaining proceeds are to be paid either to the Company or to its bond trustees as may be appropriate under the policies and applicable trust indentures.
All retrospective assessments, whether generated for liability, property, or replacement power, may be subject to applicable state premium taxes.

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10. QUARTERLY FINANCIAL INFORMATION (UNAUDITED)
Summarized quarterly financial information for 2007 and 2006 is as follows:
                         
            Net Income After
    Operating   Operating   Dividends on Preferred
Quarter Ended   Revenues   Income   and Preference Stock
    (in millions)
 
March 2007
  $ 1,657     $ 279     $ 131  
June 2007
    1,844       361       188  
September 2007
    2,444       688       400  
December 2007
    1,627       189       117  
March 2006
  $ 1,584     $ 288     $ 132  
June 2006
    1,808       386       197  
September 2006
    2,275       662       382  
December 2006
    1,579       174       76  
       
The Company’s business is influenced by seasonal weather conditions.

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SELECTED FINANCIAL AND OPERATING DATA 2003-2007
Georgia Power Company 2007 Annual Report
                                         
    2007   2006   2005   2004   2003
 
Operating Revenues (in thousands)
  $ 7,571,652     $ 7,245,644     $ 7,075,837     $ 5,727,768     $ 5,228,625  
Net Income after Dividends on Preferred and Preference Stock (in thousands)
  $ 836,136     $ 787,225     $ 744,373     $ 682,793     $ 654,036  
Cash Dividends on Common Stock (in thousands)
  $ 689,900     $ 630,000     $ 582,800     $ 588,700     $ 588,800  
Return on Average Common Equity (percent)
    13.50       13.80       14.08       13.87       14.01  
Total Assets (in thousands)
  $ 20,822,761     $ 19,308,730     $ 17,898,445     $ 16,598,778     $ 15,527,223  
Gross Property Additions (in thousands)
  $ 1,862,449     $ 1,276,889     $ 958,563     $ 1,252,197     $ 783,053  
 
Capitalization (in thousands):
                                       
Common stock equity
  $ 6,435,420     $ 5,956,251     $ 5,452,083     $ 5,123,276     $ 4,723,299  
Preferred and preference stock
    265,957       44,991       43,909       58,547       14,569  
Mandatorily redeemable preferred securities
                            940,000  
Long-term debt
    5,937,792       5,211,912       5,365,323       4,916,694       3,984,825  
 
Total (excluding amounts due within one year)
  $ 12,639,169     $ 11,213,154     $ 10,861,315     $ 10,098,517     $ 9,662,693  
 
Capitalization Ratios (percent):
                                       
Common stock equity
    50.9       53.1       50.2       50.7       48.9  
Preferred and preference stock
    2.1       0.4       0.4       0.6       0.2  
Mandatorily redeemable preferred securities
                            9.7  
Long-term debt
    47.0       46.5       49.4       48.7       41.2  
 
Total (excluding amounts due within one year)
    100.0       100.0       100.0       100.0       100.0  
 
Security Ratings:
                                       
Preferred and Preference Stock -
                                       
Moody’s
  Baa1     Baa1     Baa1     Baa1     Baa1  
Standard and Poor’s
  BBB+     BBB+     BBB+     BBB+     BBB+  
Fitch
    A       A       A       A       A  
Unsecured Long-Term Debt -
                                       
Moody’s
    A2       A2       A2       A2       A2  
Standard and Poor’s
    A       A       A       A       A  
Fitch
    A+       A+       A+       A+       A+  
 
Customers (year-end):
                                       
Residential
    2,024,520       1,998,643       1,960,556       1,926,215       1,890,790  
Commercial
    295,478       294,654       289,009       283,507       275,378  
Industrial
    8,240       8,008       8,290       7,765       7,989  
Other
    4,807       4,371       4,143       4,015       3,940  
 
Total
    2,333,045       2,305,676       2,261,998       2,221,502       2,178,097  
 
Employees (year-end)
    9,270       9,278       9,273       9,294       9,263  
 
 
N/A = Not Applicable.
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SELECTED FINANCIAL AND OPERATING DATA 2003-2007 (continued)
Georgia Power Company 2007 Annual Report
                                         
    2007   2006   2005   2004   2003
Operating Revenues (in thousands):
                                       
Residential
  $ 2,442,501     $ 2,326,190     $ 2,227,137     $ 1,900,961     $ 1,726,543  
Commercial
    2,576,058       2,423,568       2,357,077       1,933,004       1,767,487  
Industrial
    1,403,852       1,382,213       1,406,295       1,217,536       1,051,034  
Other
    75,592       73,649       73,854       67,250       63,715  
 
Total retail
    6,498,003       6,205,620       6,064,363       5,118,751       4,608,779  
Wholesale — non-affiliates
    537,913       551,731       524,800       251,581       265,029  
Wholesale — affiliates
    277,832       252,556       275,525       172,375       181,355  
 
Total revenues from sales of electricity
    7,313,748       7,009,907       6,864,688       5,542,707       5,055,163  
Other revenues
    257,904       235,737       211,149       185,061       173,462  
 
Total
  $ 7,571,652     $ 7,245,644     $ 7,075,837     $ 5,727,768     $ 5,228,625  
 
Kilowatt-Hour Sales (in thousands):
                                       
Residential
    26,840,275       26,206,170       25,508,472       24,829,833       23,532,467  
Commercial
    33,056,632       32,112,430       31,334,182       29,553,893       28,401,764  
Industrial
    25,490,035       25,577,006       25,832,265       27,197,843       26,564,261  
Other
    697,363       660,285       737,343       744,935       732,900  
 
Total retail
    86,084,305       84,555,891       83,412,262       82,326,504       79,231,392  
Sales for resale — non-affiliates
    10,577,969       10,685,456       10,588,891       5,429,911       8,353,046  
Sales for resale — affiliates
    5,191,903       5,463,463       5,033,165       4,925,744       6,029,398  
 
Total
    101,854,177       100,704,810       99,034,318       92,682,159       93,613,836  
 
Average Revenue Per Kilowatt-Hour (cents):
                                       
Residential
    9.10       8.88       8.73       7.66       7.34  
Commercial
    7.79       7.55       7.52       6.54       6.22  
Industrial
    5.51       5.40       5.44       4.48       3.96  
Total retail
    7.55       7.34       7.27       6.22       5.82  
Wholesale
    5.17       4.98       5.12       4.09       3.10  
Total sales
    7.18       6.96       6.93       5.98       5.40  
Residential Average Annual Kilowatt-Hour Use Per Customer
    13,315       13,216       13,119       13,002       12,555  
Residential Average Annual Revenue Per Customer
  $ 1,212     $ 1,173     $ 1,145     $ 995     $ 921  
Plant Nameplate Capacity Ratings (year-end) (megawatts)
    15,995       15,995       15,995       14,743       14,768  
Maximum Peak-Hour Demand (megawatts):
                                       
Winter
    13,817       13,528       14,360       13,087       13,929  
Summer
    17,974       17,159       16,925       16,129       15,575  
Annual Load Factor (percent)
    57.5       61.8       59.4       61.0       61.6  
Plant Availability (percent):
                                       
Fossil-steam
    90.8       91.4       90.0       87.1       85.9  
Nuclear
    92.4       90.7       89.3       94.8       94.1  
 
Source of Energy Supply (percent):
                                       
Coal
    61.5       59.0       60.7       57.6       58.7  
Nuclear
    14.6       14.4       14.5       16.5       16.2  
Hydro
    0.5       0.9       1.9       1.5       2.0  
Oil and gas
    5.5       5.0       3.0       0.2       0.4  
Purchased power -
                                       
From non-affiliates
    3.8       3.8       4.6       6.0       6.1  
From affiliates
    14.1       16.9       15.3       18.2       16.6  
 
Total
    100.0       100.0       100.0       100.0       100.0  
 
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GULF POWER COMPANY
FINANCIAL SECTION

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MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Gulf Power Company 2007 Annual Report
The management of Gulf Power Company (the “Company”) is responsible for establishing and maintaining an adequate system of internal control over financial reporting as required by the Sarbanes-Oxley Act of 2002 and as defined in Exchange Act Rule 13a-15(f). A control system can provide only reasonable, not absolute, assurance that the objectives of the control system are met.
Under management’s supervision, an evaluation of the design and effectiveness of the Company’s internal control over financial reporting was conducted based on the framework in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management concluded that the Company’s internal control over financial reporting was effective as of December 31, 2007.
This Annual Report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s independent registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this Annual Report.
/s/ Susan N. Story
Susan N. Story
President and Chief Executive Officer
/s/ Ronnie R. Labrato
Ronnie R. Labrato
Vice President and Chief Financial Officer
February 25, 2008

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Gulf Power Company
We have audited the accompanying balance sheets and statements of capitalization of Gulf Power Company (the “Company”) (a wholly owned subsidiary of Southern Company) as of December 31, 2007 and 2006, and the related statements of income, comprehensive income, common stockholder’s equity, and cash flows for each of the three years in the period ended December 31, 2007. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such financial statements (pages II-251 to II-280) present fairly, in all material respects, the financial position of Gulf Power Company at December 31, 2007 and 2006, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2007, in conformity with accounting principles generally accepted in the United States of America.
As discussed in Note 2 to the financial statements, in 2006 the Company changed its method of accounting for the funded status of defined benefit pension and other postretirement plans.
/s/ Deloitte & Touche LLP
Atlanta, Georgia
February 25, 2008

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Gulf Power Company 2007 Annual Report
OVERVIEW
Business Activities
Gulf Power Company (the Company) operates as a vertically integrated utility providing electricity to retail customers within its traditional service area located in northwest Florida and to wholesale customers in the Southeast.
Many factors affect the opportunities, challenges, and risks of the Company’s business of selling electricity. These factors include the ability to maintain a stable regulatory environment, to achieve energy sales growth, and to effectively manage and secure timely recovery of rising costs. These costs include those related to growing demand, increasingly stringent environmental standards, fuel prices, and storm restoration costs. Appropriately balancing required costs and capital expenditures with customer prices will continue to challenge the Company for the foreseeable future.
In July 2006, the Florida Public Service Commission (PSC) extended the storm-recovery surcharge currently being collected by the Company until June 2009. See Notes 1 and 3 to the financial statements under “Property Damage Reserve” and “Retail Regulatory Matters — Storm Damage Cost Recovery,” respectively, for additional information.
Key Performance Indicators
In striving to maximize shareholder value while providing cost-effective energy to over 425,000 customers, the Company continues to focus on several key indicators. These indicators include customer satisfaction, plant availability, system reliability, and net income after dividends on preferred and preference stock. The Company’s financial success is directly tied to the satisfaction of its customers. Key elements of ensuring customer satisfaction include outstanding service, high reliability, and competitive prices. Management uses customer satisfaction surveys and reliability indicators to evaluate the Company’s results.
Peak season equivalent forced outage rate (Peak Season EFOR) is an indicator of plant availability and efficient generation fleet operations during the months when generation needs are greatest. The rate is calculated by dividing the number of hours of forced outages by total generation hours. The 2007 Peak Season EFOR of 2.82% was better than the target. Transmission and distribution system reliability performance is measured by the frequency and duration of outages. Performance targets for reliability are set internally based on historical performance, expected weather conditions, and expected capital expenditures. The performance for 2007 was better than target for these reliability measures. Net income after dividends on preferred and preference stock is the primary component of the Company’s contribution to Southern Company’s earnings per share goal.
The Company’s 2007 results compared with its targets for some of these key indicators are reflected in the following chart:
             
    2007   2007
    Target   Actual
Key Performance Indicator   Performance   Performance
Customer Satisfaction
  Top quartile in
customer surveys
  Top quartile
Peak Season EFOR
  3.00% or less     2.82 %
Net Income
  $82 million   $84 million
See RESULTS OF OPERATIONS herein for additional information on the Company’s financial performance. The financial performance achieved in 2007 reflects the continued emphasis that management places on these indicators, as well as the commitment shown by employees in achieving or exceeding management’s expectations.

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MANAGEMENT’S DISCUSSION AND ANALYSIS (continued)
Gulf Power Company 2007 Annual Report
Earnings
The Company’s 2007 net income after dividends on preferred and preference stock was $84.1 million, an increase of $8.1 million from the previous year. In 2006, earnings were $76.0 million, an increase of $0.8 million from the previous year. In 2005, earnings were $75.2 million, an increase of $7.0 million from the previous year. The increase in earnings in 2007 was due primarily to increases in retail revenues, earnings on additional investments in environmental controls through the environment cost recovery provision, and related allowance for equity funds used during construction partially offset by non-fuel operating expenses. The increase in earnings in 2006 was due primarily to higher operating revenues partially offset by higher operating expenses, higher financing costs, and increases in depreciation expense. The increase in earnings in 2005 was due primarily to higher retail sales and lower non-fuel operating expenses, excluding expenses related to Hurricane Ivan storm damage, which were offset by revenues and did not affect earnings. See FUTURE EARNINGS POTENTIAL — “PSC Matters — Storm Damage Cost Recovery” herein.
RESULTS OF OPERATIONS
A condensed statement of income follows:
                                 
            Increase (Decrease)
    Amount   from Prior Year
    2007   2007   2006   2005
            (in millions)        
Operating revenues
  $ 1,259.8     $ 55.9     $ 120.3     $ 123.5  
 
Fuel
    573.4       38.4       119.1       48.6  
Purchased power
    71.5       (2.3 )     (24.6 )     32.5  
Other operations and maintenance
    270.4       10.9       9.8       20.1  
Depreciation and amortization
    85.6       (3.5 )     4.2       2.2  
Taxes other than income taxes
    83.0       3.2       3.4       6.5  
 
Total operating expenses
    1,083.9       46.7       111.9       109.9  
 
Operating income
    175.9       9.2       8.4       13.6  
Total other income and (expense)
    (40.8 )     1.3       (4.8 )     (0.8 )
Income taxes
    47.1       1.8       0.3       5.3  
 
Net Income
    88.0       8.7       3.3       7.5  
Dividends on Preferred and Preference Stock
    3.9       0.6       2.5       0.5  
 
Net Income after Dividends on Preferred and Preference Stock
  $ 84.1     $ 8.1     $ 0.8     $ 7.0  
 
Operating Revenues
Operating revenues increased in 2007 when compared to 2006 and 2005. The following table summarizes the changes in operating revenues for the past three years:
                         
    Amount
    2007   2006   2005
            (in millions)        
Retail -prior year
  $ 952.0     $ 864.9     $ 736.9  
Estimated change in -
                       
Rates and pricing
    2.5       14.2       12.3  
Sales growth
    5.8       2.5       11.6  
Weather
    1.2       2.4       (4.2 )
Fuel and other cost recovery
    44.8       68.0       108.3  
 
Retail — current year
    1,006.3       952.0       864.9  
 
Wholesale revenues -
                       
Non-affiliates
    83.5       87.2       84.3  
Affiliates
    113.2       118.1       91.3  
 
Total wholesale revenues
    196.7       205.3       175.6  
 
Other operating revenues
    56.8       46.6       43.1  
 
Total operating revenues
  $ 1,259.8     $ 1,203.9     $ 1,083.6  
 
Percent change
    4.6 %     11.1 %     12.9 %
 

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MANAGEMENT’S DISCUSSION AND ANALYSIS (continued)
Gulf Power Company 2007 Annual Report
Retail revenues increased $54.3 million, or 5.7%, in 2007, $87.2 million, or 10.1%, in 2006, and $128.0 million, or 17.4%, in 2005. The significant factors driving these changes are shown in the table above.
Revenues associated with changes in rates and pricing include cost recovery provisions for energy conservation costs and environmental compliance costs. Annually, the Company petitions the Florida PSC for recovery of projected costs, including any true-up amount from prior periods, and approved rates are implemented each January. The recovery provisions include related expenses and a return on average net investment. See Note 3 to the financial statements under “Retail Regulatory Matters - Environmental Cost Recovery” for additional information.
Fuel and other cost recovery provisions include fuel expenses, the energy component of purchased power costs, and purchased power capacity costs. Annually, the Company petitions the Florida PSC for recovery of projected fuel and purchased power costs, including any true-up amount from prior periods, and approved rates are implemented each January. Cost recovery provisions also include revenues related to the recovery of storm damage restoration costs. The recovery provisions generally equal the related expenses and have no material effect on net income. See Note 1 to the financial statements under “Revenues” and “Property Damage Reserve” and Note 3 to the financial statements under “Retail Regulatory Matters — Storm Damage Cost Recovery” for additional information.
Total wholesale revenues were $196.7 million in 2007, a decrease of $8.5 million, or 4.2%, compared to 2006, primarily due to decreased energy sales to affiliates at a lower cost per kilowatt-hour (KWH) supplied by lower-cost generating resources. Total wholesale revenues were $205.2 million in 2006, an increase of $29.5 million, or 16.8%, compared to 2005, primarily due to increased energy sales to affiliates to serve their territorial energy requirements. Total wholesale revenues were $175.7 million in 2005, a decrease of $8.1 million, or 4.4%, compared to 2004, primarily due to lower energy sales to affiliates resulting from decreases in the Company’s available generation as a result of outages at Plants Crist and Smith.
Wholesale revenues from sales to non-affiliates include unit power sales under long-term contracts to other Florida utilities. Wholesale revenues from contracts have both capacity and energy components. Capacity revenues reflect the recovery of fixed costs and a return on investment. Energy is generally sold at variable cost. The capacity and energy components under these unit power sales contracts were as follows:
                         
    2007   2006   2005
    (in thousands)
Unit power sales -
                       
Capacity
  $ 18,073     $ 21,477     $ 20,852  
Energy
    36,245       34,597       33,206  
 
Total
    54,318       56,074       54,058  
 
Other power sales -
                       
Capacity and other
    2,397       2,436       3,668  
Energy
    26,799       28,632       26,620  
 
Total
    29,196       31,068       30,288  
 
Total non-affiliated
  $ 83,514     $ 87,142     $ 84,346  
 
Wholesale revenues from sales to affiliated companies within the Southern Company system will vary from year to year depending on demand and the availability and cost of generating resources at each company. These affiliated sales and purchases are made in accordance with the Intercompany Interchange Contract (IIC), as approved by the Federal Energy Regulatory Commission (FERC). These transactions do not have a significant impact on earnings, since the energy is generally sold at marginal cost and energy purchases are generally offset by revenues through the Company’s fuel cost recovery clause.
Other operating revenues increased $10.2 million in 2007, primarily due to other energy services and an increase in franchise fees, which were proportional to changes in revenue. The increased revenues from other energy services did not have a material impact on earnings since they were generally offset by associated expenses. Other operating revenues increased $3.6 million in both 2006 and 2005, primarily due to an increase in franchise fees, which were proportional to changes in revenue.

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MANAGEMENT’S DISCUSSION AND ANALYSIS (continued)
Gulf Power Company 2007 Annual Report
Energy Sales
Changes in revenues are influenced heavily by the change in the volume of energy sold from year to year. KWH sales for 2007 and the percent change by year were as follows:
                                 
    KWHs   Percent Change
    2007   2007   2006   2005
    (in millions)                        
Residential
    5,477       0.9 %     2.0 %     2.0 %
Commercial
    3,971       3.3       2.9       1.1  
Industrial
    2,048       (4.1 )     (1.1 )     2.3  
Other
    25       4.2       5.1       0.7  
 
Total retail
    11,521       0.8       1.7       1.7  
 
Wholesale
                               
Non-affiliates
    2,227       7.1       (9.4 )     1.7  
Affiliates
    2,884       (1.8 )     48.6       (36.8 )
 
Total wholesale
    5,111       1.9       17.4       (20.6 )
 
Total energy sales
    16,632       1.1       6.0       (5.6 )
 
Residential energy sales increased 0.9% in 2007, compared to 2006, primarily due to more favorable weather conditions and customer growth, partially offset by customer response to higher prices. Residential energy sales increased 2.0% in 2006, compared to 2005, primarily due to more favorable weather conditions and customer growth. Residential energy sales increased 2.0% in 2005, compared to 2004, primarily due to customer growth, partially offset by unfavorable weather conditions.
Commercial energy sales increased 3.3% in 2007, compared to 2006, primarily due to more favorable weather conditions and customer growth. Commercial energy sales increased 2.9% in 2006, compared to 2005, primarily due to more favorable weather conditions and customer growth. Commercial energy sales increased 1.1% in 2005, compared to 2004, primarily due to customer growth, partially offset by unfavorable weather conditions.
Industrial energy sales decreased 4.1% in 2007, compared to 2006, primarily due to a conversion project by a major forest products manufacturer and a production process change by a major petroleum company. Industrial energy sales decreased 1.1% in 2006, compared to 2005, due to reduced demand for and production of building materials and a conversion project by a major paper manufacturer. Industrial energy sales increased 2.3% in 2005, compared to 2004, primarily due to additional sales to customers with gas-fired co-generation resulting from high natural gas prices.
Wholesale energy sales to non-affiliates increased 7.1% in 2007, decreased 9.4% in 2006, and increased 1.7% in 2005, each compared to the prior year primarily as a result of fluctuations in the fuel cost to produce energy sold to non-affiliated utilities under both long-term and short-term contracts. The degree to which oil and natural gas prices, which are the primary fuel sources for these customers, differ from the Company’s fuel costs will influence these changes in sales. The fluctuations in sales have a minimal effect on earnings because the energy is generally sold at marginal cost.
Wholesale energy sales to affiliates decreased 1.8% in 2007 compared to 2006, primarily due to the availability of lower cost generation resources at affiliated companies. Wholesale energy sales to affiliates increased 48.6% in 2006 compared to 2005, primarily due to increased territorial energy requirements of affiliates. Wholesale energy sales to affiliates decreased 36.8% in 2005 compared to 2004, due to decreases in the Company’s available generation as a result of outages at Plants Crist and Smith.
Fuel and Purchased Power Expenses
Fuel costs constitute the single largest expense for the Company. The mix of fuel sources for generation of electricity is determined primarily by demand, the unit cost of fuel consumed, and the availability of generating units. Additionally, the Company purchases a portion of its electricity needs from the wholesale market.

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MANAGEMENT’S DISCUSSION AND ANALYSIS (continued)
Gulf Power Company 2007 Annual Report
Details of the Company’s electricity generated and purchased were as follows:
                         
    2007   2006   2005
 
Total generation (millions of KWHs)
    16,657       16,349       15,024  
Total purchased power (millions of KWHs)
    798       876       1,172  
 
Sources of generation (percent) -
                       
Coal
    86 %     87 %     86 %
Gas
    14       13       14  
 
Cost of fuel, generated (cents per net KWH) -
                       
Coal
    2.86       2.68       2.16  
Gas
    6.91       7.24       6.48  
 
Average cost of fuel, generated (cents per net KWH)
    3.44       3.27       2.77  
Average cost of purchased power (cents per net KWH)
    8.96       8.43       8.39  
 
Fuel expense was $573.4 million in 2007, an increase of $38.4 million, or 7.2%, above the prior year costs. This increase was the result of a $28.3 million increase in the average cost of fuel and a $10.1 million increase related to total KWHs generated. Fuel expense was $535 million in 2006, an increase of $119.1 million, or 28.7%, above the prior year costs. This increase was the result of an $82.4 million increase in the average cost of fuel and a $36.7 million increase related to total KWHs generated. Fuel expense was $416 million in 2005, an increase of $48.6 million, or 13.2%, above the prior year costs. This increase was the result of a $67.5 million increase in the average cost of fuel, partially offset by $18.9 million decrease related to total KWHs generated.
Purchased power expense was $71.5 million in 2007, a decrease of $2.3 million, or 3.2%, below the prior year costs. This decrease was the result of a $6.5 million decrease in total KWHs purchased, offset by a $4.2 million increase resulting from the higher average cost per net KWH. Purchased power expense was $73.8 million in 2006, a decrease of $24.6 million, or 25.0%, below the prior year costs. This decrease was the result of a $24.9 million decrease in total KWHs purchased and a $0.3 million increase resulting from the higher average cost per net KWH. Purchased power expense was $98.4 million in 2005, an increase of $32.5 million, or 49.3%, above the prior year costs. This increase was the result of a $7.6 million decrease in total KWHs purchased and a $40.1 million increase resulting from the higher average cost per net KWH.
While there has been a significant upward trend in the cost of coal and natural gas since 2003, prices moderated somewhat in 2006 and 2007. Coal prices have been influenced by a worldwide increase in demand from developing countries, as well as increases in mining and fuel transportation costs. While demand for natural gas in the United States continued to increase in 2007, natural gas supplies have also risen due to increased production and higher storage levels.
Fuel expenses generally do not affect net income, since they are offset by fuel revenues under the Company’s fuel cost recovery provisions. See FUTURE EARNINGS POTENTIAL — “PSC Matters — Fuel Cost Recovery” herein and Note 3 to the financial statements for additional information.
Other Operations and Maintenance Expenses
In 2007, other operations and maintenance expenses increased $10.9 million, or 4.2%, compared to the prior year primarily due to a $5.0 million increase in other energy services and a $4.3 million increase in severance costs associated with a reorganization. The increased expenses from other energy services did not have a material impact on earnings since they were generally offset by associated revenue. In 2007, the Company offered both voluntary and involuntary severance to a number of employees in connection with a reorganization of certain functions. In 2006, other operations and maintenance expenses increased $9.7 million, or 3.9%, compared to the prior year primarily due to a $4.2 million increase in the recovery of incurred costs for storm damage activity as approved by the Florida PSC, a $1.9 million increase in employee benefit expenses, and a $1.1 million increase in property insurance costs. In 2005, other operations and maintenance expenses increased $20.1 million, or 8.7%, compared to the prior year primarily due to the recovery of $20.4 million in Hurricane Ivan restoration costs as approved by the Florida PSC. Since these storm damage expenses were recognized as revenues were recorded, there was no impact on net income. See FUTURE EARNINGS POTENTIAL — “PSC Matters — Storm Damage Cost Recovery” herein and Notes 1 and 3 to the financial statements under “Property Damage Reserve” and “Retail Regulatory Matters - Storm Damage Cost Recovery,” respectively, for additional information.

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Depreciation and Amortization
Depreciation and amortization expense decreased $3.6 million, or 4.0%, in 2007 compared to the prior year primarily due to new depreciation rates implemented in January 2007. Depreciation and amortization expense increased $4.2 million, or 4.9%, in 2006 compared to the prior year primarily due to the construction of environmental control projects at Plants Crist and Daniel that were placed in service in 2005. Depreciation and amortization expense increased $2.2 million, or 2.7%, in 2005 compared to the prior year primarily due to the completion of environmental control projects at Plant Crist Unit 7.
Taxes Other than Income Taxes
Taxes other than income taxes increased $3.2 million, or 4.0%, in 2007, $3.4 million, or 4.5%, in 2006, and $6.5 million, or 9.3%, in 2005 primarily due to increases in franchise and gross receipts taxes, which were directly related to the increase in retail revenues.
Interest Income
Interest income increased $0.1 million, or 2.3%, in 2007 and increased $1.4 million, or 37.4%, in 2006 compared to the prior years primarily due to interest received related to the recovery of financing costs associated with the fuel clause and incurred costs for storm damage activity as approved by the Florida PSC. Interest income increased $2.6 million, or 210.8%, in 2005 compared to the prior year primarily due to interest received from a tax refund resulting from Hurricane Ivan and interest received related to the recovery of financing costs associated with Hurricane Ivan. See FUTURE EARNINGS POTENTIAL — “Storm Damage Cost Recovery” herein and Note 3 to the financial statements under “Retail Regulatory Matters — Storm Damage Cost Recovery” for additional information.
Interest Expense, Net of Amounts Capitalized
Interest expense, net of amounts capitalized increased $0.5 million, or 1.2%, in 2007 compared to the prior year as the result of the issuance of $110 million and $85 million in senior notes in December 2006 and June 2007, respectively. These increases were offset by the extinguishment of $25 million aggregate principal amount of first mortgage bonds in 2006, the redemption of $41.2 million of junior subordinated notes and the related trust preferred and common securities of Gulf Power Capital Trust IV, and a decrease in outstanding short-term indebtedness. Interest expense, net of amounts capitalized increased $3.8 million, or 9.5%, in 2006 compared to the prior year as the result of higher interest rates on variable rate pollution control bonds, increased levels of short-term borrowings at higher interest rates, and the issuance of $60 million in senior notes in August 2005. These increases were partially offset by the maturity of a $100 million bank note in October 2005 and the extinguishment of $30 million aggregate principal amount of first mortgage bonds in 2005. Interest expense increased $5.4 million, or 15.4%, in 2005 compared to the prior year as the result of higher interest rates on variable rate pollution control bonds, an increase in outstanding short-term indebtedness as a result of hurricane-related costs, and the issuance of $72.2 million of junior subordinated notes and the related trust preferred and common securities of Gulf Power Capital Trusts III and IV in 2004.
Allowance for Equity Funds Used During Construction
Allowance for equity funds used during construction (AFUDC) increased $2.0 million, or 553.6%, in 2007 compared to the prior year primarily due to construction of an environmental control project at Plant Crist. AFUDC decreased $0.8 million, or 68.9%, in 2006 compared to the prior year primarily due to the completion of an environmental control project at Plant Crist Unit 7 during 2005. AFUDC decreased $0.7 million, or 37.1%, in 2005 compared to the prior year primarily due to the construction and completion of an environmental control project at Plant Crist Unit 7. See FUTURE EARNINGS POTENTIAL — “Environmental Matters — Environmental Statutes and Regulations” herein and Note 1 to the financial statements under “Allowance for Funds Used During Construction (AFUDC)” for additional information.
Other Deductions
Other deductions increased $0.3 million, or 6.7%, in 2007, increased $1.5 million, or 52.9%, in 2006, and decreased $1.4 million, or 32.2%, in 2005 compared to the prior years primarily as a result of changes in charitable contributions.

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Effects of Inflation
The Company is subject to rate regulation based on the recovery of historical costs. When historical costs are included, or when inflation exceeds projected costs used in rate regulation or market-based prices, the effects of inflation can create an economic loss since the recovery of costs could be in dollars that have less purchasing power. In addition, the income tax laws are based on historical costs. While the inflation rate has been relatively low in recent years, it continues to have an adverse effect on the Company because of the large investment in utility plant 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, preference stock, and preferred securities. Any recognition of inflation by regulatory authorities is reflected in the rate of return allowed in the Company’s approved electric rates.
FUTURE EARNINGS POTENTIAL
General
The Company operates as a vertically integrated utility providing electricity to retail customers within its traditional service area located in northwest Florida and to wholesale customers in the Southeast. Prices for electricity provided by the Company to retail customers are set by the Florida PSC under cost-based regulatory principles. Prices for electricity relating to power purchase agreements (PPAs), interconnecting transmission lines, and the exchange of electric power are regulated by the FERC. Retail rates and earnings are reviewed and may be adjusted periodically within certain limitations. See ACCOUNTING POLICIES — “Application of Critical Accounting Policies and Estimates — Electric Utility Regulation” herein and Note 3 to the financial statements for additional information about regulatory matters.
The results of operations for the past three years are not necessarily indicative of future earnings potential. The level of the Company’s future earnings depends on numerous factors that affect the opportunities, challenges, and risks of the Company’s business of selling electricity. These factors include the ability of the Company to maintain a stable regulatory environment that continues to allow for the recovery of all prudently incurred costs during a time of increasing costs. Future earnings in the near term will depend, in part, upon growth in energy sales, which is subject to a number of factors. These factors include weather, competition, new energy contracts with neighboring utilities, energy conservation practiced by customers, the price of electricity, the price elasticity of demand, and the rate of economic growth in the Company’s service area.
Environmental Matters
Compliance costs related to the Clean Air Act and other environmental statutes and regulations could affect earnings if such costs cannot continue to be fully recovered in rates on a timely basis. Environmental compliance spending over the next several years may exceed amounts estimated. Some of the factors driving the potential for such an increase are higher commodity costs, market demand for labor, and scope additions and clarifications. The timing, specific requirements, and estimated costs could also change as environmental statutes and regulations are adopted or modified. See Note 3 to the financial statements under “Environmental Matters” for additional information.
New Source Review Actions
In November 1999, the Environmental Protection Agency (EPA) brought a civil action in the U.S. District Court for the Northern District of Georgia against certain Southern Company subsidiaries, including Alabama Power and Georgia Power, alleging that these subsidiaries had violated the New Source Review (NSR) provisions of the Clean Air Act and related state laws at certain coal-fired generating facilities. Through subsequent amendments and other legal procedures, the EPA filed a separate action in January 2001 against Alabama Power in the U.S. District Court for the Northern District of Alabama after Alabama Power was dismissed from the original action. In these lawsuits, the EPA alleged that NSR violations occurred at eight coal-fired generating facilities operated by Alabama Power and Georgia Power. The civil actions request penalties and injunctive relief, including an order requiring the installation of the best available control technology at the affected units. The EPA concurrently issued notices of violation relating to the Company’s Plant Crist and a unit partially owned by the Company at Plant Scherer. See Note 4 to the financial statements for information on the Company’s ownership interest in Plant Scherer Unit 3. In early 2000, the EPA filed a motion to amend its complaint to add the allegations in the notices of violation and to add the Company as a defendant. However, in March 2001, the court denied the motion based on lack of jurisdiction, and the EPA has not refiled. The action against Georgia Power has been administratively closed since the spring of 2001, and the case has not been reopened.

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In June 2006, the U.S. District Court for the Northern District of Alabama entered a consent decree between Alabama Power and the EPA, resolving the alleged NSR violations at Plant Miller. The consent decree required Alabama Power to pay $100,000 to resolve the government’s claim for a civil penalty and to donate $4.9 million of sulfur dioxide emission allowances to a nonprofit charitable organization and formalized specific emissions reductions to be accomplished by Alabama Power, consistent with other Clean Air Act programs that require emissions reductions. In August 2006, the district court in Alabama granted Alabama Power’s motion for summary judgment and entered final judgment in favor of Alabama Power on the EPA’s claims related to the remaining plants.
The plaintiffs appealed the district court’s decision to the U.S. Court of Appeals for the Eleventh Circuit, and the appeal was stayed by the Appeals Court pending the U.S. Supreme Court’s decision in a similar case against Duke Energy. The Supreme Court issued its decision in the Duke Energy case in April 2007. On October 5, 2007, the U.S. District Court for the Northern District of Alabama issued an order in the Alabama Power case indicating a willingness to re-evaluate its previous decision in light of the Supreme Court’s Duke Energy opinion. On December 21, 2007, the Eleventh Circuit vacated the district court’s decision in the Alabama Power case and remanded the case back to the district court for consideration of the legal issues in light of the Supreme Court’s decision in the Duke Energy case.
The Company believes it complied with applicable laws and the EPA regulations and interpretations in effect at the time the work in question took place. The Clean Air Act authorizes maximum civil penalties of $25,000 to $32,500 per day, per violation at each generating unit, depending on the date of the alleged violation. An adverse outcome in this matter could require substantial capital expenditures or affect the timing of currently budgeted capital expenditures that cannot be determined at this time and could possibly require payment of substantial penalties. Such expenditures could affect future results of operations, cash flows, and financial condition if such costs are not recovered through regulated rates.
The EPA has issued a series of proposed and final revisions to its NSR regulations under the Clean Air Act, many of which have been subject to legal challenges by environmental groups and states. In June 2005, the U.S. Court of Appeals for the District of Columbia Circuit upheld, in part, the EPA’s revisions to NSR regulations that were issued in December 2002 but vacated portions of those revisions addressing the exclusion of certain pollution control projects. These regulatory revisions have been adopted by the State of Florida. In March 2006, the U.S. Court of Appeals for the District of Columbia Circuit also vacated an EPA rule which sought to clarify the scope of the existing routine maintenance, repair, and replacement exclusion. The EPA has also published proposed rules clarifying the test for determining when an emissions increase subject to the NSR permitting requirements has occurred. The impact of these proposed rules will depend on adoption of the final rules by the EPA and the State of Florida’s implementation of such rules, as well as the outcome of any additional legal challenges, and, therefore, cannot be determined at this time.
Carbon Dioxide Litigation
In July 2004, attorneys general from eight states, each outside of Southern Company’s service territory, and the corporation counsel for New York City filed a complaint in the U.S. District Court for the Southern District of New York against Southern Company and four other electric power companies. A nearly identical complaint was filed by three environmental groups in the same court. The complaints allege that the companies’ emissions of carbon dioxide, a greenhouse gas, contribute to global warming, which the plaintiffs assert is a public nuisance. Under common law public and private nuisance theories, the plaintiffs seek a judicial order (1) holding each defendant jointly and severally liable for creating, contributing to, and/or maintaining global warming and (2) requiring each of the defendants to cap its emissions of carbon dioxide and then reduce those emissions by a specified percentage each year for at least a decade. Plaintiffs have not, however, requested that damages be awarded in connection with their claims. Southern Company believes these claims are without merit and notes that the complaint cites no statutory or regulatory basis for the claims. In September 2005, the U.S. District Court for the Southern District of New York granted Southern Company’s and the other defendants’ motions to dismiss these cases. The plaintiffs filed an appeal to the U.S. Court of Appeals for the Second Circuit in October 2005, and no decision has been issued. The ultimate outcome of these matters cannot be determined at this time.
Environmental Statutes and Regulations
General
The Company’s operations are subject to extensive regulation by state and federal environmental agencies under a variety of statutes and regulations governing environmental media, including air, water, and land resources. Applicable statutes include the Clean Air Act; the Clean Water Act; the Comprehensive Environmental Response, Compensation, and Liability Act; the Resource Conservation and Recovery Act; the Toxic Substances Control Act; the Emergency Planning & Community Right-to-Know Act; and the

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Endangered Species Act. Compliance with these environmental requirements involves significant capital and operating costs, a major portion of which is expected to be recovered through existing ratemaking provisions. Through 2007, the Company had invested approximately $422 million in capital projects to comply with these requirements, with annual totals of $124 million, $46 million, and $45 million for 2007, 2006, and 2005, respectively. The Company expects that capital expenditures to assure compliance with existing and new statutes and regulations will be an additional $317 million, $301 million, and $134 million for 2008, 2009, and 2010, respectively. The Company’s compliance strategy is impacted by changes to existing environmental laws, statutes, and regulations, the cost, availability, and existing inventory of emission allowances, and the Company’s fuel mix. Environmental costs that are known and estimable at this time are included in capital expenditures discussed under FINANCIAL CONDITION AND LIQUIDITY — “Capital Requirements and Contractual Obligations” herein.
The Florida Legislature has adopted legislation that allows a utility to petition the Florida PSC for recovery of prudent environmental compliance costs that are not being recovered through base rates or any other recovery mechanism. The legislation is discussed in Note 3 to the financial statements under “Retail Regulatory Matters — Environmental Cost Recovery.” Substantially all of the costs for the Clean Air Act and other new environmental legislation discussed below are expected to be recovered through the environmental cost recovery clause.
Compliance with possible additional federal or state legislation or regulations related to global climate change, air quality, or other environmental and health concerns could also significantly affect the Company. New environmental legislation or regulations, or changes to existing statutes or regulations, could affect many areas of the Company’s operations; however, the full impact of any such changes cannot be determined at this time.
Air Quality
Compliance with the Clean Air Act and resulting regulations has been and will continue to be a significant focus for the Company. Through 2007, the Company had spent approximately $252 million in reducing sulfur dioxide (SO 2 ) and nitrogen oxide (NO x ) emissions and in monitoring emissions pursuant to the Clean Air Act. Additional controls have been announced and are currently being installed at several plants to further reduce SO 2 , NO x , and mercury emissions, maintain compliance with existing regulations, and meet new requirements.
In 2004, the EPA designated nonattainment areas under an eight-hour ozone standard. No area within the Company’s service area was designated as nonattainment under the eight-hour ozone standard. Macon, Georgia, where Plant Scherer is located, was designed as nonattainment under the eight-hour ozone standard. On June 20, 2007, the EPA proposed additional revisions to the current eight-hour ozone standard which, if enacted, could result in designation of new nonattainment areas within the Company’s service territory. The EPA has requested comment and is expected to publish final revisions to the standard in 2008. The impact of this decision, if any, cannot be determined at this time and will depend on subsequent legal action and/or future nonattainment designations and state regulatory plans.
During 2005, the EPA’s fine particulate matter nonattainment designations became effective for several areas within Georgia. State plans for addressing the nonattainment designations under the existing standard are required by April 2008 and could require further reductions in SO 2 and NO x emissions from power plants including plants owned in part by the Company. In September 2006, the EPA published a final rule which increased the stringency of the 24-hour average fine particulate matter air quality standard. No area within the Company’s service territory has been designated as nonattainment within that standard.
The EPA issued the final Clean Air Interstate Rule (CAIR) in March 2005. This cap-and-trade rule addresses power plant SO 2 and NO x emissions that were found to contribute to nonattainment of the eight-hour ozone and fine particulate matter standards in downwind states. Twenty-eight eastern states, including Florida, Georgia, and Mississippi, are subject to the requirements of the rule. The rule calls for additional reductions of NO x and/or SO 2 to be achieved in two phases, 2009/2010 and 2015. The State of Florida has an EPA-approved plan to implement this rule. These reductions will be accomplished by the installation of additional emission controls at the Company’s coal-fired facilities and/or by the purchase of emission allowances from a cap-and-trade program. The State of Georgia implemented the CAIR, and in June 2007, approved a “multi-pollutant rule” that will require plant specific emission controls on all but the smallest generating units in Georgia according to a schedule set forth in the rule. The rule is designed to ensure reductions in emissions of SO 2 and NO x , and mercury in Georgia.
The Clean Air Visibility Rule (CAVR), formerly called the Regional Haze Rule, was finalized in July 2005. The goal of this rule is to restore natural visibility conditions in certain areas (primarily national parks and wilderness areas) by 2064. The rule involves (1) the application of Best Available Retrofit Technology (BART) to certain sources built between 1962 and 1977, and (2) the application of

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any additional emissions reductions which may be deemed necessary for each designated area to achieve reasonable progress by 2018 toward the natural conditions goal. Thereafter, for each 10-year planning period, additional emissions reductions will be required to continue to demonstrate reasonable progress in each area during that period. For power plants, the CAVR allows states to determine that the CAIR satisfies BART requirements for SO 2 and NO x . Extensive studies were performed for each of the Company’s affected units to demonstrate that additional particulate matter controls are not necessary under BART. Additional analyses will be required for one of the Company’s plants in Florida. States are currently completing implementation plans that contain strategies for BART and any other measures required to achieve the first phase of reasonable progress.
The impacts of the eight-hour ozone and the fine particulate matter nonattainment designations, and the CAVR on the Company will depend on the development and implementation of rules at the state level. Therefore, the full effects of these regulations on the Company cannot be determined at this time. The Company has developed and continually updates a comprehensive environmental compliance strategy to comply with the continuing and new environmental requirements discussed above. As part of this strategy, the Company plans to install additional SO 2 and NO x emission controls within the next several years to assure continued compliance with applicable air quality requirements.
In March 2005, the EPA published the final Clean Air Mercury Rule (CAMR), a cap-and-trade program for the reduction of mercury emissions from coal-fired power plants. The rule sets caps on mercury emissions to be implemented in two phases, 2010 and 2018, and provides for an emission allowance trading market. The final CAMR was challenged in the U.S. Court of Appeals for the District of Columbia Circuit. The petitioners alleged that the EPA was not authorized to establish a cap-and-trade program for mercury emissions and instead the EPA must establish maximum achievable control technology standards for coal-fired electric utility steam generating units. On February 8, 2008, the court issued its ruling and vacated the CAMR. The Company’s overall environmental compliance strategy relies primarily on a combination of SO 2 and NOx controls to reduce mercury emissions. Any significant changes in the strategy will depend on the outcome of any appeals and/or future federal and state rulemakings. Future rulemakings could require emission reductions more stringent than required by the CAMR.
Water Quality
In July 2004, the EPA published its final technology-based regulations under the Clean Water Act for the purpose of reducing impingement and entrainment of fish, shellfish, and other forms of aquatic life at existing power plant cooling water intake structures. The rules require baseline biological information and, perhaps, installation of fish protection technology near some intake structures at existing power plants. On January 25, 2007, the U.S. Court of Appeals for the Second Circuit overturned and remanded several provisions of the rule to the EPA for revisions. Among other things, the court rejected the EPA’s use of “cost-benefit” analysis and suggested some ways to incorporate cost considerations. The full impact of these regulations will depend on subsequent legal proceedings, further rulemaking by the EPA, the results of studies and analyses performed as part of the rules’ implementation, and the actual requirements established by the Florida Department of Environmental Protection (FDEP) and, therefore, cannot be determined at this time.
Environmental Remediation
The Company must comply with other environmental laws and regulations that cover the handling and disposal of waste and release of hazardous substances. Under these various laws and regulations, the Company could incur substantial costs to clean up properties. The Company conducts studies to determine the extent of any required cleanup and has recognized in its financial statements the costs to clean up known sites. During the second quarter 2007, the Company increased its estimated liability for environmental remediation projects by $12.8 million as a result of changes in the cost estimates to remediate substation sites. These projects have been approved by the Florida PSC for recovery through the environmental cost recovery clause; therefore, there was no impact on the Company’s net income as a result of these revised estimates. See Note 3 to the financial statements under “Environmental Matters — Environmental Remediation” for additional information.
Global Climate Issues
Federal legislative proposals that would impose mandatory requirements related to greenhouse gas emissions continue to be considered in Congress. The ultimate outcome of these proposals cannot be determined at this time; however, mandatory restrictions on the Company’s greenhouse gas emissions could result in significant additional compliance costs that could affect future unit retirement and replacement decisions and results of operations, cash flows, and financial condition if such costs are not recovered through regulated rates.

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In April 2007, the U.S. Supreme Court ruled that the EPA has authority under the Clean Air Act to regulate greenhouse gas emissions from new motor vehicles. The EPA is currently developing its response to this decision. Regulatory decisions that will follow from this response may have implications for both new and existing stationary sources, such as power plants. The ultimate outcome of these rulemaking activities cannot be determined at this time; however, as with the current legislative proposals, mandatory restrictions on the Company’s greenhouse gas emissions could result in significant additional compliance costs that could affect future unit retirement and replacement decisions and, results of operations, cash flows, and financial condition if such costs are not recovered through regulated rates.
On July 13, 2007, the Governor of the State of Florida signed three executive orders addressing reduction of greenhouse gas emissions within the state, including statewide emission reduction targets beginning in 2017. Included in the orders is a directive to the Florida Secretary of Environmental Protection to develop rules adopting maximum allowable emissions levels of greenhouse gases for electric utilities, consistent with the statewide emission reduction targets, and a request to the Florida PSC to initiate rulemaking requiring utilities to produce at least 20% of their electricity from renewable sources. The impact of these orders on the Company will depend on the development, adoption, and implementation of any rules governing greenhouse gas emissions, and the ultimate outcome cannot be determined at this time.
International climate change negotiations under the United Nations Framework Convention on Climate Change also continue. Current efforts focus on a potential successor to the Kyoto Protocol for the post-2008 through 2012 timeframe. The outcome and impact of the international negotiations cannot be determined at this time. The Company continues to evaluate its future energy and emission profiles and is participating in voluntary programs to reduce greenhouse gas emissions and to help develop and advance technology to reduce emissions.
FERC Matters
Market-Based Rate Authority
The Company has authorization from the FERC to sell power to non-affiliates, including short-term opportunity sales, at market-based prices. Specific FERC approval must be obtained with respect to a market-based contract with an affiliate.
In December 2004, the FERC initiated a proceeding to assess Southern Company’s generation dominance within its retail service territory. The ability to charge market-based rates in other markets is not an issue in the proceeding. Any new market-based rate sales by the Company in Southern Company’s retail service territory entered into during a 15-month refund period that ended in May 2006 could be subject to refund to a cost-based rate level.
In late June and July 2007, hearings were held in this proceeding and the presiding administrative law judge issued an initial decision on November 9, 2007 regarding the methodology to be used in the generation dominance tests. The proceedings are ongoing. The ultimate outcome of this generation dominance proceeding cannot now be determined, but an adverse decision by the FERC in a final order could require the Company to charge cost-based rates for certain wholesale sales in the Southern Company retail service territory, which may be lower than negotiated market-based rates, and could also result in refunds of up to $0.8 million, plus interest. The Company believes that there is no meritorious basis for this proceeding and is vigorously defending itself in this matter.
On June 21, 2007, the FERC issued its final rule regarding market-based rate authority. The FERC generally retained its current market-based rate standards. The impact of this order and its effect on the generation dominance proceeding cannot now be determined.
Intercompany Interchange Contract
The Company’s generation fleet is operated under the IIC, as approved by the FERC. In May 2005, the FERC initiated a new proceeding to examine (1) the provisions of the IIC among the traditional operating companies (including the Company), Southern Power, and Southern Company Services, Inc., as agent, under the terms of which the power pool of Southern Company is operated, (2) whether any parties to the IIC have violated the FERC’s standards of conduct applicable to utility companies that are transmission providers, and (3) whether Southern Company’s code of conduct defining Southern Power as a “system company” rather than a “marketing affiliate” is just and reasonable. In connection with the formation of Southern Power, the FERC authorized Southern Power’s inclusion in the IIC in 2000. The FERC also previously approved Southern Company’s code of conduct.

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In October 2006, the FERC issued an order accepting a settlement resolving the proceeding subject to Southern Company’s agreement to accept certain modifications to the settlement’s terms and Southern Company notified the FERC that it accepted the modifications. The modifications largely involve functional separation and information restrictions related to marketing activities conducted on behalf of Southern Power. Southern Company filed with the FERC in November 2006 a compliance plan in connection with the order. On April 19, 2007, the FERC approved, with certain modifications, the plan submitted by Southern Company. Implementation of the plan is not expected to have a material impact on the Company’s financial statements. On November 19, 2007, Southern Company notified the FERC that the plan had been implemented and the FERC division of audits subsequently began an audit pertaining to compliance implementation and related matters, which is ongoing.
PSC Matters
Fuel Cost Recovery
The Company petitions for fuel cost recovery rates to be approved by the Florida PSC on an annual basis. At December 31, 2007 and 2006, the under recovered balance was $56.6 million and $77.5 million, respectively, primarily due to lower quantity and price for power sales in 2007 and 2006, and increased costs for coal and a higher percentage of natural gas fired generation in 2006. The Company continuously monitors the under recovered fuel cost balance in light of the inherent variability in fuel costs. If the projected fuel revenue over or under recovery exceeds 10% of the projected fuel revenue applicable for the period, the Company is required to notify the Florida PSC and indicate if an adjustment to the fuel cost recovery factor is being requested. The Company filed a notice with the Florida PSC in June 2007, and no adjustment to the factor was requested.
In November 2007, the Florida PSC approved an increase of approximately 0.4% in the fuel factor for retail customers, effective with billings beginning January 2008. The fuel factors are intended to allow the Company to recover its projected 2008 fuel and purchased power costs as well as the 2007 under recovered amounts in 2008. Fuel cost recovery revenues, as recorded on the financial statements, are adjusted for differences in actual recoverable costs and amounts billed in current regulated rates. Accordingly, changing the billing factor has no significant effect on the Company’s revenues or net income, but does impact annual cash flow. See Note 1 to the financial statements under “Revenues.”
Environmental Cost Recovery
On August 14, 2007, the Florida PSC voted to approve a stipulation among the Company, the Office of Public Counsel, and the Florida Industrial Power Users Group regarding the Company’s plan for complying with certain federal and state regulations addressing air quality. The Company’s environmental compliance plan as filed on March 29, 2007 contemplated implementation of specific projects identified in the plan from 2007 through 2018. The stipulation covers all elements of the current plan that are scheduled to be implemented in the 2007 through 2011 timeframe. The Florida PSC acknowledged that the costs associated with the Company’s CAIR/CAMR/CAVR compliance plan are clearly eligible for recovery through the environment cost recovery clause. See FINANCIAL CONDITION AND LIQUIDITY — “Capital Requirements and Contractual Obligations” herein, Note 3 to the financial statements under “Environmental Matters — Environmental Cost Recovery,” and Note 7 to the financial statements under “Construction Program” for additional information.
Storm Damage Cost Recovery
Under authority granted by the Florida PSC, the Company maintains a reserve for property damage to cover the cost of uninsured damages from major storms to its transmission and distribution facilities, generation facilities, and other property. As of December 31, 2007, the under recovered balance in the Company’s property damage reserve totaled approximately $18.6 million, which is included in current assets in the balance sheets. As of December 31, 2007, the storm-recovery costs associated with Hurricane Ivan had been fully recovered. Funds collected by the Company through its storm-recovery surcharge are now being credited to the property reserve for recovery of the storm restoration costs of $52.6 million associated with Hurricanes Dennis and Katrina that were previously charged to the reserve.
See Notes 1 and 3 to the financial statements under “Property Damage Reserve” and “Storm Damage Cost Recovery,” respectively, for additional information.

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Gulf Power Company 2007 Annual Report
Income Tax Matters
Bonus Depreciation
On February 13, 2008, President Bush signed the Economic Stimulus Act of 2008 (Stimulus Act) into law. The Stimulus Act includes a provision that allows 50% bonus depreciation for certain property acquired in 2008 and placed in service in 2008 or, in certain limited cases, 2009. The Company is currently assessing the financial implications of the Stimulus Act; however, the ultimate impact cannot be determined at this time.
Internal Revenue Code Section 199 Domestic Production Deduction
The American Jobs Creation Act of 2004 created a tax deduction for a portion of income attributable to U.S. production activities as defined in the Internal Revenue Code of 1986, as amended (Internal Revenue Code), Section 199 (production activities deduction). The deduction is equal to a stated percentage of qualified production activities net income. The percentage is phased in over the years 2005 through 2010 with a 3% rate applicable to the years 2005 and 2006, a 6% rate applicable for years 2007 through 2009, and a 9% rate applicable for all years after 2009. See Note 5 to the financial statements under “Effective Tax Rate” for additional information.
Right of Way Litigation
In September 2007, the Company and its co-defendant in the Gadsden County litigation reached a proposed settlement agreement with the plaintiffs that, if approved by the trial court, will resolve all outstanding claims against the Company in both the Gadsden County litigation and the 2001 telecommunications company litigation. On November 7, 2007, the trial court granted preliminary approval and set forth the requirements for the trial court to make its final determination on the proposed settlement. Although the final outcome of this matter cannot now be determined, if approved the settlement is not expected to have a material effect on the financial statements of the Company. See Note 3 to the financial statements under “Right of Way Litigation” for additional information.
Other Matters
In 2004, Georgia Power and the Company entered into PPAs with Florida Power & Light Company (FP&L) and Progress Energy Florida. Under the agreements, Georgia Power and the Company will provide FP&L and Progress Energy Florida with 165 megawatts and 74 megawatts, respectively, of capacity annually from the jointly owned Plant Scherer Unit 3 for the period from June 2010 through December 2015. The contracts provide for fixed capacity payments and variable energy payments based on actual energy delivered. The Florida PSC approved the contracts in 2005.
Also in 2004, Georgia Power and the Company entered into a PPA with Flint Electric Membership Corporation. Under the agreement, Georgia Power and the Company will provide Flint Electric Membership Corporation with 75 megawatts of capacity annually from the jointly owned Plant Scherer Unit 3 for the period from June 2010 through December 2019. The contract provides for fixed capacity payments and variable energy payments based on actual energy delivered.
The Company is involved in various other matters being litigated and regulatory matters that could affect future earnings. In addition, the Company is subject to certain claims and legal actions arising in the ordinary course of business. The Company’s business activities are subject to extensive governmental regulation related to public health and the environment. Litigation over environmental issues and claims of various types, including property damage, personal injury, common law nuisance, and citizen enforcement of environmental requirements such as opacity and air and water quality standards, has increased generally throughout the United States. In particular, personal injury claims for damages caused by alleged exposure to hazardous materials have become more frequent. The ultimate outcome of such pending or potential litigation against the Company cannot be predicted at this time; however, for current proceedings not specifically reported herein, management does not anticipate that the liabilities, if any, arising from such current proceedings would have a material adverse effect on the Company’s financial statements. See Note 3 to the financial statements for information regarding material issues.

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MANAGEMENT’S DISCUSSION AND ANALYSIS (continued)
Gulf Power Company 2007 Annual Report
ACCOUNTING POLICIES
Application of Critical Accounting Policies and Estimates
The Company prepares its financial statements in accordance with accounting principles generally accepted in the United States. Significant accounting policies are described in Note 1 to the financial statements. In the application of these policies, certain estimates are made that may have a material impact on the Company’s results of operations and related disclosures. Different assumptions and measurements could produce estimates that are significantly different from those recorded in the financial statements. Senior management has reviewed and discussed critical accounting policies and estimates described below with the Audit Committee of Southern Company’s Board of Directors.
Electric Utility Regulation
The Company is subject to retail regulation by the Florida PSC and wholesale regulation by the FERC. These regulatory agencies set the rates the Company is permitted to charge customers based on allowable costs. As a result, the Company applies Financial Accounting Standards Board (FASB) Statement No. 71, “Accounting for the Effects of Certain Types of Regulation” (SFAS No. 71), which requires the financial statements to reflect the effects of rate regulation. Through the ratemaking process, the regulators may require the inclusion of costs or revenues in periods different than when they would be recognized by a non-regulated company. This treatment may result in the deferral of expenses and the recording of related regulatory assets based on anticipated future recovery through rates or the deferral of gains or creation of liabilities and the recording of related regulatory liabilities. The application of SFAS No. 71 has a further effect on the Company’s financial statements as a result of the estimates of allowable costs used in the ratemaking process. These estimates may differ from those actually incurred by the Company; therefore, the accounting estimates inherent in specific costs such as depreciation and pension and postretirement benefits have less of a direct impact on the Company’s results of operations than they would on a non-regulated company.
As reflected in Note 1 to the financial statements, significant regulatory assets and liabilities have been recorded. Management reviews the ultimate recoverability of these regulatory assets and liabilities based on applicable regulatory guidelines and accounting principles generally accepted in the United States. However, adverse legislative, judicial, or regulatory actions could materially impact the amounts of such regulatory assets and liabilities and could adversely impact the Company’s financial statements.
Contingent Obligations
The Company is subject to a number of federal and state laws and regulations, as well as other factors and conditions that potentially subject it to environmental, litigation, income tax, and other risks. See FUTURE EARNINGS POTENTIAL herein and Note 3 to the financial statements for more information regarding certain of these contingencies. The Company periodically evaluates its exposure to such risks and records reserves for those matters where a loss is considered probable and reasonably estimable in accordance with generally accepted accounting principles. The adequacy of reserves can be significantly affected by external events or conditions that can be unpredictable; thus, the ultimate outcome of such matters could materially affect the Company’s financial statements. These events or conditions include the following:
  Changes in existing state or federal regulation by governmental authorities having jurisdiction over air quality, water quality, control of toxic substances, hazardous and solid wastes, and other environmental matters.
 
  Changes in existing income tax regulations or changes in Internal Revenue Service (IRS) or state revenue department interpretations of existing regulations.
 
  Identification of additional sites that require environmental remediation or the filing of other complaints in which the Company may be asserted to be a potentially responsible party.
 
  Identification and evaluation of other potential lawsuits or complaints in which the Company may be named as a defendant.
 
  Resolution or progression of existing matters through the legislative process, the court systems, the IRS, the FERC, or the EPA.

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MANAGEMENT’S DISCUSSION AND ANALYSIS (continued)
Gulf Power Company 2007 Annual Report
Unbilled Revenues
Revenues related to the sale of electricity are recorded when electricity is delivered to customers. However, the determination of KWH sales to individual customers is based on the reading of their meters, which is performed on a systematic basis throughout the month. At the end of each month, amounts of electricity delivered to customers, but not yet metered and billed, are estimated. Components of the unbilled revenue estimates include total KWH territorial supply, total KWH billed, estimated total electricity lost in delivery, and customer usage. These components can fluctuate as a result of a number of factors including weather, generation patterns, and power delivery volume and other operational constraints. These factors can be unpredictable and can vary from historical trends. As a result, the overall estimate of unbilled revenues could be significantly affected, which could have a material impact on the Company’s results of operations.
New Accounting Standards
Income Taxes
On January 1, 2007, the Company adopted FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes” (FIN 48), which requires companies to determine whether it is “more likely than not” that a tax position will be sustained upon examination by the appropriate taxing authorities before any part of the benefit can be recorded in the financial statements. It also provides guidance on the recognition, measurement, and classification of income tax uncertainties, along with any related interest and penalties. The provisions of FIN 48 were applied to all tax positions beginning January 1, 2007. The adoption of FIN 48 did not have a material impact on the Company’s financial statements.
Pensions and Other Postretirement Plans
On December 31, 2006, the Company adopted FASB Statement No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans” (SFAS No. 158), which requires recognition of the funded status of its defined benefit postretirement plans in the balance sheets. Additionally, SFAS No. 158 will require the Company to change the measurement date for its defined benefit postretirement plan assets and obligations from September 30 to December 31 beginning with the year ending December 31, 2008. See Note 2 to the financial statements for additional information.
Fair Value Measurement
The FASB issued FASB Statement No. 157, “Fair Value Measurements” (SFAS No. 157) in September 2006. SFAS No. 157 provides guidance on how to measure fair value where it is permitted or required under other accounting pronouncements. SFAS No. 157 also requires additional disclosures about fair value measurements. The Company adopted SFAS No. 157 in its entirety on January 1, 2008, with no material effect on its financial condition or results of operations.
Fair Value Option
In February 2007, the FASB issued FASB Statement No. 159, “Fair Value Option for Financial Assets and Financial Liabilities — Including an Amendment of FASB Statement No. 115” (SFAS No. 159). This standard permits an entity to choose to measure many financial instruments and certain other items at fair value. The Company adopted SFAS No. 159 on January 1, 2008, with no material effect on its financial condition or results of operations.
FINANCIAL CONDITION AND LIQUIDITY
Overview
The Company’s financial condition remained stable at December 31, 2007. Net cash flow from operating activities totaled $217.0 million, $143.4 million, and $152.7 million for 2007, 2006, and 2005, respectively. The $73.6 million increase in net cash flows in 2007 was due primarily to increased cash inflows for fuel cost recovery. The $9.3 million decrease in net cash flows in 2006 was due primarily to increased payments related to income taxes and fuel. The $8.2 million increase in net cash flows in 2005 was due primarily to the recovery of Hurricane Ivan restoration costs. Net cash used for investing activities totaled $239.3 million due to gross property additions to utility plant. Funds for the Company’s property additions were provided by operating activities, capital

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MANAGEMENT’S DISCUSSION AND ANALYSIS (continued)
Gulf Power Company 2007 Annual Report
contributions, and other financing activities. Net cash provided from financing activities totaled $20.2 million in 2007, compared to $24.7 million in 2006. See the statements of cash flows for additional information.
Significant balance sheet changes in 2007 included a $97.2 million increase in common stockholder’s equity primarily due to the issuance of 800,000 shares of common stock to Southern Company, without par value, and realized proceeds of $80 million. Other significant balance sheet changes in 2007 included a net increase of $162.1 million in property, plant, and equipment, the issuance of $45 million in preference stock, and the issuance of $85 million in long-term debt, partially offset by the redemption of $41.2 million in long-term debt payable to affiliated trusts.
The Company’s ratio of common equity to total capitalization, including short-term debt, was 45.3% in 2007, 42.1% in 2006, and 43.0% in 2005. See Note 6 to the financial statements for additional information.
The Company has received investment grade ratings from the major rating agencies with respect to its debt and preference stock.
Sources of Capital
The Company plans to obtain the funds required for construction and other purposes from sources similar to those used in the past, which were primarily from operating cash flows, securities issuances, term loans, and short-term indebtedness. However, the type and timing of any future financings, if needed, will depend on market conditions, regulatory approval, and other factors.
Security issuances are subject to regulatory approval by the Florida PSC pursuant to its rules and regulations. Additionally, with respect to the public offering of securities, the Company files registration statements with the Securities and Exchange Commission (SEC) under the Securities Act of 1933, as amended (1933 Act). The amounts of securities authorized by the Florida PSC, as well as the amounts, if any, registered under the 1933 Act, are continuously monitored and appropriate filings are made to ensure flexibility in the capital markets.
The Company obtains financing separately without credit support from any affiliate. See Note 6 to the financial statements under “Bank Credit Arrangements” for additional information. The Southern Company system does not maintain a centralized cash or money pool. Therefore, funds of the Company are not commingled with funds of any other company.
To meet short-term cash needs and contingencies, the Company has various internal and external sources of liquidity. At the beginning of 2008, the Company had approximately $5.3 million of cash and cash equivalents, along with $125 million of unused committed lines of credit with banks to meet its short-term cash needs. These bank credit arrangements will expire during 2008. The Company plans to renew these lines of credit during 2008. In addition, the Company has substantial cash flow from operating activities and access to the capital markets including commercial paper programs to meet liquidity needs. See Note 6 to the financial statements under “Bank Credit Arrangements” for additional information.
The Company may also meet short-term cash needs through a Southern Company subsidiary organized to issue and sell commercial paper and extendible commercial notes at the request and for the benefit of the Company and the other traditional operating companies. Proceeds from such issuances for the benefit of the Company are loaned directly to the Company and are not commingled with proceeds from such issuances for the benefit of any other traditional operating company. There is no cross affiliate credit support. At December 31, 2007, the Company had $40.8 million of commercial paper outstanding. In addition, the Company had $3.8 million in notes payable outstanding to General Electric.
Financing Activities
During 2007, the Company issued $85 million of senior notes and $45 million of preference stock. The proceeds were used to repay a portion of short-term indebtedness and for other general corporate purposes, including the Company’s continuous construction program.
On January 19, 2007, the Company issued to Southern Company 800,000 shares of the Company’s common stock, without par value, and realized proceeds of $80 million. The proceeds were used to repay a portion of the Company’s short-term indebtedness and for other general corporate purposes.
Credit Rating Risk
The Company does not have any credit arrangements that would require material changes in payment schedules or terminations as a result of a credit rating downgrade.

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MANAGEMENT’S DISCUSSION AND ANALYSIS (continued)
Gulf Power Company 2007 Annual Report
There are certain contracts that could require collateral, but not accelerated payment, in the event of a credit rating change to BBB- or Baa3, or below. Generally, collateral may be provided for by a Southern Company guaranty, letter of credit, or cash. These contracts are primarily for physical electricity purchases and sales. At December 31, 2007, the maximum potential collateral requirements at a BBB- or Baa3 rating were approximately $23 million. The maximum potential collateral requirements at a rating below BBB- or Baa3 were approximately $46 million.
The Company, along with all members of the Southern Company power pool, is party to certain derivative agreements that could require collateral and/or accelerated payment in the event of a credit rating change to below investment grade for Alabama Power and/or Georgia Power. These agreements are primarily for natural gas and power price risk management activities. At December 31, 2007, the Company’s total exposure to these types of agreements was approximately $15 million.
Market Price Risk
Due to cost-based rate regulation, the Company has limited exposure to market volatility in interest rates, commodity fuel prices, and prices of electricity. To manage the volatility attributable to these exposures, the Company nets the exposures to take advantage of natural offsets and enters into various derivative transactions for the remaining exposures pursuant to the Company’s policies in areas such as counterparty exposure and risk management practices. Company policy is that derivatives are to be used primarily for hedging purposes and mandates strict adherence to all applicable risk management policies. Derivative positions are monitored using techniques including but not limited to market valuation, value at risk, stress testing, and sensitivity analysis.
To mitigate residual risks relative to movements in electricity prices, the Company enters into fixed-price contracts for the purchase and sale of electricity through the wholesale electricity market and, to a lesser extent, into financial hedge contracts for natural gas purchases. The Company has implemented a fuel-hedging program with the approval of the Florida PSC.
Of the Company’s remaining $144.6 million of variable interest rate exposure, approximately $141 million relates to tax-exempt auction rate pollution control bonds. Recent weakness in the auction markets has resulted in higher interest rates. The Company has sent notice of conversion related to $37 million of these auction rate securities to alternative interest rate determination methods and plans to remarket all remaining auction rate securities in a timely manner. None of the securities are insured or backed by letters of credit that would require approval of a guarantor or security provider. It is not expected that the higher rates as a result of the weakness in the auction markets will be material.
The weighted average interest rate on $144.6 million variable long-term debt that has not been hedged at January 1, 2008 was 4.50%. If the Company sustained a 100 basis point change in interest rates for all variable rate long-term debt, the change would affect annualized interest expense by approximately $1.4 million at January 1, 2008. See Notes 1 and 6 to the financial statements under “Financial Instruments” for additional information.

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MANAGEMENT’S DISCUSSION AND ANALYSIS (continued)
Gulf Power Company 2007 Annual Report
The changes in fair value of energy-related derivative contracts and year-end valuations were as follows at December 31:
                 
    Changes in Fair Value
    2007   2006
    (in thousands)
Contracts beginning of year
  $ (7,186 )   $ 11,526  
Contracts realized or settled
    6,640       8,363  
New contracts at inception
           
Changes in valuation techniques
           
Current period changes(a)
    344       (27,075 )
 
Contracts end of year
  $ (202 )   $ (7,186 )
 
(a)   Current period changes also include the changes in fair value of new contracts entered into during the period, if any.
                         
    Source of 2007 Year-End
    Valuation Prices
    Total Fair   Maturity
    Value    Year 1   1-3 Years
            (in thousands)        
Actively quoted
  $ (305 )   $ (1,151 )   $ 846  
External sources
    103       103        
Models and other methods
                 
 
Contracts end of year
  $ (202 )   $ (1,048 )   $ 846  
 
Unrealized gains and losses from mark-to-market adjustments on derivative contracts related to the Company’s 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 Company’s fuel cost recovery clause. Gains and losses on derivative contracts that are not designated as hedges are recognized in the statements of income as incurred. At December 31, 2007, the fair value gains/(losses) of energy-related derivative contracts were reflected in the financial statements as follows:
         
    Amounts
    (in thousands)
Regulatory assets, net
  $ (202 )
Net income
     
 
Total fair value
  $ (202 )
 
Unrealized (losses) recognized in income were not material in any year presented.
The Company is exposed to market price risk in the event of nonperformance by counterparties to the derivative energy contracts. The Company’s policy is to enter into agreements with counterparties that have investment grade credit ratings by Moody’s and Standard & Poor’s or with counterparties who have posted collateral to cover potential credit exposure. Therefore, the Company does not anticipate market risk exposure from nonperformance by the counterparties. See Notes 1 and 6 to the financial statements under “Financial Instruments” for additional information.
Capital Requirements and Contractual Obligations
The construction program of the Company is currently estimated to be $410 million in 2008, $426 million in 2009, and $245 million in 2010. Environmental expenditures included in these estimated amounts are $317 million in 2008, $301 million in 2009, and $134 million in 2010. Actual construction costs may vary from these estimates because of changes in such factors as: business conditions; environmental statutes and regulations; FERC rules and regulations; load projections; the cost and efficiency of construction labor, equipment, and materials; and the cost of capital. In addition, there can be no assurance that costs related to capital expenditures will be fully recovered.
The Company does not have any new generating capacity under construction. Construction of new transmission and distribution facilities and capital improvements, including those needed to meet environmental standards for the Company’s existing generation, transmission, and distribution facilities, is ongoing.

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MANAGEMENT’S DISCUSSION AND ANALYSIS (continued)
Gulf Power Company 2007 Annual Report
The Company has entered into two PPAs, one of which is with Southern Power, for a total of approximately 487 megawatts annually from June 2009 through May 2014. The PPAs were the result of a competitive request for proposals process initiated by the Company in January 2006 to address the anticipated need for additional capacity beginning in 2009. On May 11, 2007, the Florida PSC issued an order approving both PPAs for purposes of cost recovery through the Company’s purchased power capacity clause. The PPA with Southern Power was approved by the FERC on July 13, 2007.
As discussed in Note 2 to the financial statements, the Company provides postretirement benefits to substantially all employees and funds trusts to the extent required by the FERC and the Florida PSC.
Other funding requirements related to obligations associated with scheduled maturities of long-term debt, as well as the related interest, derivative obligations, preference stock dividends, leases, and other purchase commitments are as follows. See Notes 1, 6, and 7 to the financial statements for additional information.

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MANAGEMENT’S DISCUSSION AND ANALYSIS (continued)
Gulf Power Company 2007 Annual Report
Contractual Obligations
                                         
            2009-   2011-   After    
    2008   2010   2012   2012   Total
    (in thousands)
Long-term debt (a)
                                       
Principal
  $     $     $     $ 747,555     $ 747,555  
Interest
    38,788       77,576       77,576       500,354       694,294  
Other derivative obligations (b)
    4,065       23                   4,088  
Preference stock dividends (c)
    6,203       12,405       12,405             31,013  
Operating leases
    3,388       4,204       1,114       2,793       11,499  
Purchase commitments (d)  –
                                       
Capital (e)
    410,190       670,703                   1,080,893  
Limestone (f)
          5,699       11,829       46,319       63,847  
Coal
    221,177       164,150                   385,327  
Natural gas (g)
    116,163       153,940       40,618       169,540       480,261  
Purchased power
          50,643       53,788       30,988       135,419  
Long-term service agreements (h)
    6,111       14,771       16,867       31,293       69,042  
Postretirement benefits trust (i)
    60       40                   100  
 
Total
  $ 806,145     $ 1,154,154     $ 214,197     $ 1,528,842     $ 3,703,338  
 
(a)   All amounts are reflected based on final maturity dates. The Company plans to continue to retire higher-cost securities and replace these obligations with lower-cost capital if market conditions permit. Variable rate interest obligations are estimated based on rates as of January 1, 2008, as reflected in the statements of capitalization.
 
(b)   For additional information, see Notes 1 and 6 to the financial statements.
 
(c)   Preference stock does not mature; therefore, amounts are provided for the next five years only.
 
(d)   The Company generally does not enter into non-cancelable commitments for other operations and maintenance expenditures. Total other operations and maintenance expenses for the last three years were $270 million, $260 million, and $250 million, respectively.
 
(e)   The Company forecasts capital expenditures over a three-year period. Amounts represent current estimates of total expenditures. At December 31, 2007, significant purchase commitments were outstanding in connection with the construction program.
 
(f)   As part of the Company’s program to reduce sulfur dioxide emissions from certain of its coal plants, the Company is constructing certain equipment and has entered into various long-term commitments for the procurement of limestone to be used in such equipment.
 
(g)   Natural gas purchase commitments are based on various indices at the time of delivery. Amounts reflected have been estimated based on the New York Mercantile Exchange future prices at December 31, 2007.
 
(h)   Long-term service agreements include price escalation based on inflation indices.
 
(i)   The Company forecasts postretirement trust contributions over a three-year period. No contributions related to the Company’s pension trust are currently expected during this period. See Note 2 to the financial statements for additional information related to the pension and postretirement plans, including estimated benefit payments. Certain benefit payments will be made through the related trusts. Other benefit payments will be made from the Company’s corporate assets.

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MANAGEMENT’S DISCUSSION AND ANALYSIS (continued)
Gulf Power Company 2007 Annual Report
Cautionary Statement Regarding Forward-Looking Statements
The Company’s 2007 Annual Report contains forward-looking statements. Forward-looking statements include, among other things, statements concerning retail rates, storm damage cost recovery and repairs, fuel cost recovery, environmental regulations and expenditures, earnings growth, access to sources of capital, projections for postretirement benefit trust contributions, financing activities, completion of construction projects, impacts of adoption of new accounting rules, and estimated construction and other expenditures. In some cases, forward-looking statements can be identified by terminology such as “may,” “will,” “could,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “projects,” “predicts,” “potential,” or “continue” or the negative of these terms or other similar terminology. There are various factors that could cause actual results to differ materially from those suggested by the forward-looking statements; accordingly, there can be no assurance that such indicated results will be realized. These factors include:
  the impact of recent and future federal and state regulatory change, including legislative and regulatory initiatives regarding deregulation and restructuring of the electric utility industry, implementation of the Energy Policy Act of 2005, environmental laws including regulation of water quality and emissions of sulfur, nitrogen, mercury, carbon, soot, or particulate matter and other substances, and also changes in tax and other laws and regulations to which the Company is subject, as well as changes in application of existing laws and regulations;
  current and future litigation, regulatory investigations, proceedings or inquiries, including FERC matters and the EPA civil actions against the Company;
  the effects, extent, and timing of the entry of additional competition in the markets in which the Company operates;
  variations in demand for electricity, including those relating to weather, the general economy, population, and business growth (and declines), and the effects of energy conservation measures;
  available sources and costs of fuel;
  effects of inflation;
  ability to control costs;
  investment performance of the Company’s employee benefit plans;
  advances in technology;
  state and federal rate regulations and the impact of pending and future rate cases and negotiations, including rate actions relating to fuel and storm restoration cost recovery;
  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 the Company;
  the ability of counterparties of the Company to make payments as and when due;
  the ability to obtain new short- and long-term contracts with neighboring utilities;
  the direct or indirect effect on the Company’s business resulting from terrorist incidents and the threat of terrorist incidents;
  interest rate fluctuations and financial market conditions and the results of financing efforts, including the Company’s credit ratings;
  the ability of the Company to obtain additional generating capacity at competitive prices;
  catastrophic events such as fires, earthquakes, explosions, floods, hurricanes, droughts, pandemic health events such as an avian influenza, or other similar occurrences;
  the direct or indirect effects on the Company’s business resulting from incidents similar to the August 2003 power outage in the Northeast;
  the effect of accounting pronouncements issued periodically by standard setting bodies; and
  other factors discussed elsewhere herein and in other reports (including the Form 10-K) filed by the Company from time to time with the SEC.
The Company expressly disclaims any obligation to update any forward-looking statements.

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STATEMENTS OF INCOME
For the Years Ended December 31, 2007, 2006, and 2005
Gulf Power Company 2007 Annual Report
                         
    2007     2006     2005  
            (in thousands)          
Operating Revenues:
                       
Retail revenues
  $ 1,006,329     $ 952,038     $ 864,859  
Wholesale revenues —
                       
Non-affiliates
    83,514       87,142       84,346  
Affiliates
    113,178       118,097       91,352  
Other revenues
    56,787       46,637       43,065  
 
Total operating revenues
    1,259,808       1,203,914       1,083,622  
 
Operating Expenses:
                       
Fuel
    573,354       534,921       415,789  
Purchased power —
                       
Non-affiliates
    11,994       16,288       29,995  
Affiliates
    59,499       57,536       68,402  
Other operations
    201,768       192,375       176,620  
Maintenance
    68,672       67,144       73,150  
Depreciation and amortization
    85,613       89,170       85,002  
Taxes other than income taxes
    82,992       79,808       76,387  
 
Total operating expenses
    1,083,892       1,037,242       925,345  
 
Operating Income
    175,916       166,672       158,277  
Other Income and (Expense):
                       
Interest income
    5,348       5,228       3,804  
Interest expense, net of amounts capitalized
    (44,680 )     (44,133 )     (40,317 )
Other income (expense), net
    (1,502 )     (3,185 )     (813 )
 
Total other income and (expense)
    (40,834 )     (42,090 )     (37,326 )
 
Earnings Before Income Taxes
    135,082       124,582       120,951  
Income taxes
    47,083       45,293       44,981  
 
Net Income
    87,999       79,289       75,970  
Dividends on Preferred and Preference Stock
    3,881       3,300       761  
 
Net Income After Dividends on Preferred and Preference Stock
  $ 84,118     $ 75,989     $ 75,209  
 
The accompanying notes are an integral part of these financial statements.

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STATEMENTS OF CASH FLOWS
For the Years Ended December 31, 2007, 2006, and 2005
Gulf Power Company 2007 Annual Report
                         
    2007   2006   2005
            (in thousands)        
 
Operating Activities:
                       
Net income
  $ 87,999     $ 79,289     $ 75,970  
Adjustments to reconcile net income to net cash provided from operating activities —
                       
Depreciation and amortization
    90,694       94,466       90,890  
Deferred income taxes
    (10,818 )     1,170       33,161  
Pension, postretirement, and other employee benefits
    6,062       3,319       375  
Stock option expense
    1,141       1,005        
Tax benefit of stock options
    344       211       3,502  
Hedge settlements
    3,030       (5,399 )      
Other, net
    (9,448 )     6,931       3,958  
Changes in certain current assets and liabilities —
                       
Receivables
    10,302       (36,795 )     (46,248 )
Fossil fuel stock
    5,025       (31,297 )     (11,740 )
Materials and supplies
    (2,625 )     (2,330 )     3,785  
Prepaid income taxes
    7,177       (7,060 )     31,898  
Property damage cost recovery
    25,103       24,544       20,045  
Other current assets
    (632 )     (955 )     3,453  
Accounts payable
    (555 )     13,876       (72,532 )
Accrued taxes
    4,773       (455 )     6,847  
Accrued compensation
    (1,322 )     (3,251 )     311  
Other current liabilities
    732       6,165       9,011  
 
Net cash provided from operating activities
    216,982       143,434       152,686  
 
Investing Activities:
                       
Property additions
    (241,538 )     (154,377 )     (143,171 )
Cost of removal net of salvage
    (9,408 )     (4,564 )     (8,504 )
Construction payables
    10,817       3,309       (8,806 )
Other
    803       (8,779 )     (440 )
 
Net cash used for investing activities
    (239,326 )     (164,411 )     (160,921 )
 
Financing Activities:
                       
Increase (decrease) in notes payable, net
    (75,821 )     30,981       39,465  
Proceeds —
                       
Senior notes
    85,000       110,000       60,000  
Common stock issued to parent
    80,000              
Preferred and preference stock
    45,000             55,000  
Gross excess tax benefit of stock options
    799       423        
Capital contributions from parent company
    4,174       26,140       (94 )
Redemptions —
                       
Pollution control bonds
          (12,075 )      
First mortgage bonds
          (25,000 )     (30,000 )
Other long-term debt
                (100,000 )
Preferred and preference stock
                (4,236 )
Other long-term debt
    (41,238 )     (30,928 )      
Payment of preferred and preference stock dividends
    (3,300 )     (3,300 )     (761 )
Payment of common stock dividends
    (74,100 )     (70,300 )     (68,400 )
Other
    (348 )     (1,285 )     (3,721 )
 
Net cash provided from (used for) financing activities
    20,166       24,656       (52,747 )
 
Net Change in Cash and Cash Equivalents
    (2,178 )     3,679       (60,982 )
Cash and Cash Equivalents at Beginning of Year
    7,526       3,847       64,829  
 
Cash and Cash Equivalents at End of Year
  $ 5,348     $ 7,526     $ 3,847  
 
Supplemental Cash Flow Information:
                       
Cash paid during the period for —
                       
Interest (net of $1,048, $160, and $515 capitalized, respectively)
  $ 35,237     $ 37,297     $ 35,786  
Income taxes (net of refunds)
    39,228       54,533       (27,912 )
 
The accompanying notes are an integral part of these financial statements.
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BALANCE SHEETS
At December 31, 2007 and 2006
Gulf Power Company 2007 Annual Report
                 
Assets   2007   2006
 
    (in thousands)
Current Assets:
               
Cash and cash equivalents
  $ 5,348     $ 7,526  
Receivables —
               
Customer accounts receivable
    63,227       56,489  
Unbilled revenues
    39,000       38,287  
Under recovered regulatory clause revenues
    58,435       79,235  
Other accounts and notes receivable
    7,162       9,015  
Affiliated companies
    19,377       15,302  
Accumulated provision for uncollectible accounts
    (1,711 )     (1,279 )
Fossil fuel stock, at average cost
    71,012       76,036  
Materials and supplies, at average cost
    45,763       35,306  
Property damage cost recovery
    18,585       28,771  
Other regulatory assets
    10,220       15,977  
Other
    14,878       14,259  
 
Total current assets
    351,296       374,924  
 
Property, Plant, and Equipment:
               
In service
    2,678,952       2,574,517  
Less accumulated provision for depreciation
    931,968       901,564  
 
 
    1,746,984       1,672,953  
Construction work in progress
    150,870       62,815  
 
Total property, plant, and equipment
    1,897,854       1,735,768  
 
Other Property and Investments
    4,563       14,846  
 
Deferred Charges and Other Assets:
               
Deferred charges related to income taxes
    17,847       17,148  
Prepaid pension costs
    107,151       69,895  
Other regulatory assets
    97,492       110,077  
Other
    22,784       17,831  
 
Total deferred charges and other assets
    245,274       214,951  
 
Total Assets
  $ 2,498,987     $ 2,340,489  
 
The accompanying notes are an integral part of these financial statements.
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BALANCE SHEETS
At December 31, 2007 and 2006
Gulf Power Company 2007 Annual Report
                 
Liabilities and Stockholder’s Equity   2007   2006
 
    (in thousands)
Current Liabilities:
               
Notes payable
  $ 44,625     $ 120,446  
Accounts payable —
               
Affiliated
    39,375       44,375  
Other
    56,823       49,979  
Customer deposits
    24,885       21,363  
Accrued taxes —
               
Income taxes
    30,026       29,771  
Other
    10,577       15,033  
Accrued interest
    7,698       7,645  
Accrued compensation
    15,096       16,932  
Other regulatory liabilities
    6,027       9,029  
Other
    32,023       30,975  
 
Total current liabilities
    267,155       345,548  
 
Long-term Debt (See accompanying statements)
    740,050       696,098  
 
Deferred Credits and Other Liabilities:
               
Accumulated deferred income taxes
    240,101       237,862  
Accumulated deferred investment tax credits
    12,988       14,721  
Employee benefit obligations
    74,021       73,922  
Other cost of removal obligations
    172,876       165,410  
Other regulatory liabilities
    82,741       46,485  
Other
    79,802       72,533  
 
Total deferred credits and other liabilities
    662,529       610,933  
 
Total Liabilities
    1,669,734       1,652,579  
 
Preferred and Preference Stock (See accompanying statements)
    97,998       53,887  
 
Common Stockholder’s Equity (See accompanying statements)
    731,255       634,023  
 
Total Liabilities and Stockholder’s Equity
  $ 2,498,987     $ 2,340,489  
 
Commitments and Contingent Matters (See notes)
               
 
The accompanying notes are an integral part of these financial statements.
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STATEMENTS OF CAPITALIZATION
At December 31, 2007 and 2006
Gulf Power Company 2007 Annual Report
                                 
    2007   2006   2007   2006
 
    (in thousands)
  (percent of total)
Long Term Debt:
                               
Long-term debt payable to affiliated trusts —
                               
5.60% due 2042
          41,238                  
 
Long-term notes payable —
                               
4.35% to 5.90% due 2013-2044
    590,000       505,000                  
 
Total long-term notes payable
    590,000       505,000                  
 
Other long-term debt —
                               
Pollution control revenue bonds —
                               
4.80% due September 1, 2028
    13,000       13,000                  
Variable rates (3.79% to 5.10% at 1/1/08) due 2022-2037
    144,555       144,555                  
 
Total other long-term debt
    157,555       157,555                  
 
Unamortized debt discount
    (7,505 )     (7,695 )                
 
Total long-term debt (annual interest requirement — $38.8 million)
    740,050       696,098       47.2 %     50.3 %
 
Preferred and Preference Stock:
                               
Authorized - 2007: 20,000,000 shares—preferred stock
                               
- 2007: 10,000,000 shares—preference stock
                               
- 2006: 20,000,000 shares—preferred stock
                               
- 2006: 10,000,000 shares—preference stock
                               
Outstanding — $100 par or stated value — 6% preference stock
    53,886       53,887                  
— 6.45% preference stock
    44,112                        
- 2007: 1,000,000 shares (non-cumulative)
                               
- 2006: 550,000 shares (non-cumulative)
                               
 
Total preferred and preference stock
(annual dividend requirement — $6.2 million)
    97,998       53,887       6.2       3.9  
 
Common Stockholder’s Equity:
                               
Common stock, without par value —
                               
Authorized - 2007: 20,000,000 shares
                               
- 2006: 20,000,000 shares
                               
Outstanding - 2007: 1,792,717 shares
                               
- 2006: 992,717 shares
    118,060       38,060                  
Paid-in capital
    435,008       428,592                  
Retained earnings
    181,986       171,968                  
Accumulated other comprehensive income (loss)
    (3,799 )     (4,597 )                
 
Total common stockholder’s equity
    731,255       634,023       46.6       45.8  
 
Total Capitalization
  $ 1,569,303     $ 1,384,008       100.0 %     100.0 %
 
The accompanying notes are an integral part of these financial statements.
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STATEMENTS OF COMMON STOCKHOLDER’S EQUITY
For the Years Ended December 31, 2007, 2006, and 2005
Gulf Power Company 2007 Annual Report
                                         
                            Other    
    Common   Paid-In   Retained   Comprehensive    
    Stock   Capital   Earnings   Income (Loss)   Total
 
    (in thousands)
Balance at December 31, 2004
  $ 38,060     $ 397,396     $ 159,581     $ (2,865 )   $ 592,172  
Net income after dividends on preferred stock
                75,209             75,209  
Capital contributions from parent company
          3,408                   3,408  
Other comprehensive income (loss)
                      55       55  
Cash dividends on common stock
                (68,400 )           (68,400 )
Other
          11       (111 )           (100 )
 
Balance at December 31, 2005
    38,060       400,815       166,279       (2,810 )     602,344  
Net income after dividends on preferred and preference stock
                75,989             75,989  
Capital contributions from parent company
          27,777                   27,777  
Other comprehensive income (loss)
                      (3,112 )     (3,112 )
Adjustment to initially apply FASB Statement No. 158, net of tax
                      1,325       1,325  
Cash dividends on common stock
                (70,300 )           (70,300 )
 
Balance at December 31, 2006
    38,060       428,592       171,968       (4,597 )     634,023  
Net income after dividends on preference stock
                84,118             84,118  
Issuance of common stock
    80,000                         80,000  
Capital contributions from parent company
          6,458                   6,458  
Other comprehensive income (loss)
                      798       798  
Cash dividends on common stock
                (74,100 )           (74,100 )
Other
          (42 )                 (42 )
 
Balance at December 31, 2007
  $ 118,060     $ 435,008     $ 181,986     $ (3,799 )   $ 731,255  
 
The accompanying notes are an integral part of these financial statements.
STATEMENTS OF COMPREHENSIVE INCOME
For the Years Ended December 31, 2007, 2006, and 2005
Gulf Power Company 2007 Annual Report
                         
    2007   2006   2005
 
    (in thousands)
Net income after dividends on preferred and preference stock
  $ 84,118     $ 75,989     $ 75,209  
 
Other comprehensive income (loss):
                       
Qualifying hedges:
                       
Changes in fair value, net of tax of $232, $(2,082), and $-, respectively
    371       (3,317 )      
Reclassification adjustment for amounts included in net income, net of tax of $269, $140, and $126, respectively
    427       224       201  
Pension and other postretirement benefit plans:
                       
Change in additional minimum pension liability, net of tax of $-, $(13), and $(91), respectively
          (19)       (146 )
 
Total other comprehensive income (loss)
    798       (3,112 )     55  
 
Comprehensive Income
  $ 84,916     $ 72,877     $ 75,264  
 
The accompanying notes are an integral part of these financial statements.
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NOTES TO FINANCIAL STATEMENTS
Gulf Power Company 2007 Annual Report
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
General
Gulf Power Company (the Company) is a wholly owned subsidiary of Southern Company, which is the parent company of four traditional operating companies, Southern Power Company (Southern Power), Southern Company Services, Inc. (SCS), Southern Communications Services, Inc. (SouthernLINC Wireless), Southern Company Holdings, Inc. (Southern Holdings), Southern Nuclear Operating Company, Inc. (Southern Nuclear), and other direct and indirect subsidiaries. The traditional operating companies, Alabama Power, Georgia Power, the Company, and Mississippi Power, are vertically integrated utilities providing electric service in four Southeastern states. The Company provides retail service to customers in northwest Florida and to wholesale customers in the Southeast. Southern Power constructs, acquires, and manages generation assets and sells electricity at market-based rates in the wholesale market. SCS, the system service company, provides, at cost, specialized services to Southern Company and the subsidiary companies. SouthernLINC Wireless provides digital wireless communications services to the traditional operating companies and also markets these services to the public and provides fiber cable services within the Southeast. Southern Holdings is an intermediate holding company subsidiary for Southern Company’s investments in synthetic fuels and leveraged leases and various other energy-related businesses. The investments in synthetic fuels ended on December 31, 2007. Southern Nuclear operates and provides services to Southern Company’s nuclear power plants.
The equity method is used for subsidiaries in which the Company has significant influence but does not control and for variable interest entities where the Company is not the primary beneficiary.
The Company is subject to regulation by the Federal Energy Regulatory Commission (FERC) and the Florida Public Service Commission (PSC). The Company follows accounting principles generally accepted in the United States and complies with the accounting policies and practices prescribed by its regulatory commissions. The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires the use of estimates, and the actual results may differ from those estimates.
Reclassifications
Certain prior years’ data presented in the financial statements have been reclassified to conform to current year presentation. These reclassifications had no effect on total assets, net income, or cash flows. For presentation purposes, the balance sheets and the statements of cash flows have been modified to combine “Long-term Debt Payable to Affiliate Trusts” into “Long-term Debt.” Correspondingly, the statements of income were modified to report “Interest expense to affiliate trusts” together with “Interest expense, net of amounts capitalized.”
Affiliate Transactions
The Company has an agreement with SCS under which the following services are rendered to the Company at direct or allocated cost: general and design engineering, purchasing, accounting and statistical analysis, finance and treasury, tax, information resources, marketing, auditing, insurance and pension administration, human resources, systems and procedures, and other services with respect to business and operations and power pool operations. Costs for these services amounted to $73 million, $59 million, and $54 million during 2007, 2006, and 2005, respectively. Cost allocation methodologies used by SCS were approved by the Securities and Exchange Commission prior to the repeal of the Public Utility Holding Company Act of 1935, as amended, and management believes they are reasonable. The FERC permits services to be rendered at cost by system service companies.
The Company has agreements with Georgia Power and Mississippi Power under which the Company owns a portion of Plant Scherer and Plant Daniel, respectively. Georgia Power operates Plant Scherer and Mississippi Power operates Plant Daniel. The Company reimbursed Georgia Power $5.1 million, $8.0 million, and $4.3 million and Mississippi Power $23.1 million, $19.7 million, and $19.5 million in 2007, 2006, and 2005, respectively, for its proportionate share of related expenses. See Note 4 and Note 7 under “Operating Leases” for additional information.
The Company provides incidental services to and receives such services from other Southern Company subsidiaries which are generally minor in duration and amount. However, with the hurricane damage experienced in 2005, assistance provided to aid in storm restoration, including Company labor, contract labor, and materials, caused an increase in these activities. The total amount of storm restoration provided to Mississippi Power was $11.1 million in 2005. The Company received storm restoration assistance from other Southern Company subsidiaries totaling $5.8 million in 2005. These activities were billed at cost.

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NOTES (continued)
Gulf Power Company 2007 Annual Report
The traditional operating companies, including the Company, and Southern Power jointly enter into various types of wholesale energy, natural gas, and certain other contracts, either directly or through SCS, as agent. Each participating company may be jointly and severally liable for the obligations incurred under these agreements. See Note 7 under “Fuel Commitments” for additional information.
In 2007, the Company purchased equipment from Georgia Power and Southern Power. The purchase price was $4.0 million and $7.9 million, respectively, and is included in property, plant and equipment in the balance sheets.
Regulatory Assets and Liabilities
The Company is subject to the provisions of Financial Accounting Standards Board (FASB) Statement No. 71, “Accounting for the Effects of Certain Types of Regulation” (SFAS No. 71). Regulatory assets represent probable future revenues associated with certain costs that are expected to be recovered from customers through the ratemaking process. Regulatory liabilities represent probable future reductions in revenues associated with amounts that are expected to be credited to customers through the ratemaking process. Regulatory assets and (liabilities) reflected in the balance sheets at December 31 relate to:
                         
    2007   2006   Note
    (in thousands)  
Environmental remediation
  $ 66,923     $ 57,230       (a )
Loss on reacquired debt
    17,378       18,584       (b )
Vacation pay
    7,411       5,795       (c )
Deferred charges related to income taxes
    17,847       17,148       (d )
Fuel-hedging assets
    1,657       8,031       (e )
Underfunded retiree benefit plans
    14,602       17,968       (f )
Other assets
    1,548       3,319       (g )
Under recovered regulatory clause revenues
    56,628       77,480       (g )
Property damage reserve
    18,585       45,654       (h )
Asset retirement obligations
    (4,570 )     (3,313 )     (d )
Other cost of removal obligations
    (172,876 )     (165,410 )     (d )
Deferred income tax credits
    (15,331 )     (17,935 )     (d )
Fuel-hedging liabilities
    (1,455 )     (845 )     (e )
Over recovered regulatory clause revenues
    (5,233 )     (8,139 )     (g )
Other liabilities
    (1,715 )     (1,804 )     (g )
Overfunded retiree benefit plans
    (60,464 )     (23,478 )     (f )
 
Total
  $ (59,065 )   $ 30,285          
 
Note:   The recovery and amortization periods for these regulatory assets and (liabilities) are as follows:
 
(a)   Recovered through the environmental cost recovery clause when the remediation is performed.
 
(b)   Recovered over the remaining life of the original issue, which may range up to 40 years.
 
(c)   Recorded as earned by employees and recovered as paid, generally within one year.
 
(d)   Asset retirement and removal liabilities are recovered, deferred charges related to income tax assets are recovered, and deferred charges related to income tax liabilities are amortized over the related property lives, which may range up to 65 years. Asset retirement and removal liabilities will be settled and trued up following completion of the related activities.
 
(e)   Fuel-hedging assets and liabilities are recognized over the life of the underlying hedged purchase contracts, which generally do not exceed three years. Upon final settlement, costs are recovered through the fuel cost recovery clause.
 
(f)   Recovered and amortized over the average remaining service period which may range up to 14 years. See Note 2 under “Retirement Benefits.”
 
(g)   Recorded and recovered or amortized as approved by the Florida PSC.
 
(h)   Recorded and recovered or amortized as approved by the Florida PSC. Storm cost recovery surcharge ends in June 2009.

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NOTES (continued)
Gulf Power Company 2007 Annual Report
In the event that a portion of the Company’s operations is no longer subject to the provisions of SFAS No. 71, the Company would be required to write off related regulatory assets and liabilities that are not specifically recoverable through regulated rates. In addition, the Company would be required to determine if any impairment to other assets, including plant assets, exists and write down the assets, if impaired, to their fair values. All regulatory assets and liabilities are reflected in rates.
Revenues
Energy and other revenues are recognized as services are provided. Unbilled revenues related to retail sales are accrued at the end of each fiscal period. Wholesale capacity revenues are generally recognized on a levelized basis over the appropriate contract period. The Company’s retail electric rates include provisions to adjust billings for fluctuations in fuel costs, the energy component of purchased power costs, and certain other costs. The Company continuously monitors the under recovered fuel cost balance in light of the inherent variability in fuel costs. The Company is required to notify the Florida PSC if the projected fuel revenue over or under recovery exceeds 10% of the projected fuel revenue applicable for the period and indicate if an adjustment to the fuel cost recovery factor is being requested. The Company filed a notice with the Florida PSC in June 2007 and no adjustment to the factor was requested. The Company has similar retail cost recovery clauses for energy conservation costs, purchased power capacity costs, and environmental compliance costs. Revenues are adjusted for differences between these actual costs and amounts billed in current regulated rates. Under or over recovered regulatory clause revenues are recorded in the balance sheets and are recovered or returned to customers through adjustments to the billing factors. Annually, the Company petitions for recovery of projected costs including any true-up amount from prior periods, and approved rates are implemented each January. In November 2007, the Florida PSC approved billing factors for 2008 intended to allow the Company to recover projected 2008 costs as well as refund or collect the 2007 over or under recovered amounts in 2008.
The Company has a diversified base of customers. No single customer or industry comprises 10% or more of revenues. For all periods presented, uncollectible accounts averaged less than 1% of revenues.
Fuel Costs
Fuel costs are expensed as the fuel is used.
Property, Plant, and Equipment
Property, plant, and equipment is stated at original cost less regulatory disallowances and impairments. Original cost includes: materials; labor; minor items of property; appropriate administrative and general costs; payroll-related costs such as taxes, pensions, and other benefits; and the interest capitalized and/or cost of funds used during construction.
The Company’s property, plant, and equipment consisted of the following at December 31:
                 
    2007   2006
    (in thousands)
Generation
  $ 1,390,635     $ 1,347,881  
Transmission
    282,408       270,658  
Distribution
    873,642       831,494  
General
    128,704       120,666  
Plant acquisition adjustment
    3,563       3,818  
 
Total plant in service
  $ 2,678,952     $ 2,574,517  
 
The cost of replacements of property, exclusive of minor items of property, is capitalized. The cost of maintenance, repairs, and replacement of minor items of property is charged to maintenance expense as incurred or performed.
Income and Other Taxes
The Company uses the liability method of accounting for deferred income taxes and provides deferred income taxes for all significant income tax temporary differences. Investment tax credits utilized are deferred and amortized to income over the average life of the related property. Taxes that are collected from customers on behalf of governmental agencies to be remitted to these agencies are

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presented net on the statements of income. In accordance with FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes” (FIN 48), the Company recognizes tax positions that are “more likely than not” of being sustained upon examination by the appropriate taxing authorities. See Note 5 under “Unrecognized Tax Benefits” for additional information on the effect of adopting FIN 48.
Depreciation and Amortization
Depreciation of the original cost of utility plant in service is provided primarily by using composite straight-line rates, which approximated 3.4% in 2007, 3.7% in 2006, and 3.8% in 2005. Depreciation studies are conducted periodically to update the composite rates. These studies are approved by the Florida PSC. When property subject to depreciation is retired or otherwise disposed of in the normal course of business, its original cost, together with the cost of removal, less salvage, is charged to accumulated depreciation. For other property dispositions, the applicable cost and accumulated depreciation is removed from the balance sheet accounts and a gain or loss is recognized. Minor items of property included in the original cost of the plant are retired when the related property unit is retired.
Asset Retirement Obligations and Other Costs of Removal
Asset retirement obligations are computed as the present value of the ultimate costs for an asset’s future retirement and are recorded in the period in which the liability is incurred. The costs are capitalized as part of the related long-lived asset and depreciated over the asset’s useful life. The Company has received an order from the Florida PSC allowing the continued accrual of other future retirement costs for long-lived assets that the Company does not have a legal obligation to retire. Accordingly, the accumulated removal costs for these obligations will continue to be reflected in the balance sheets as a regulatory liability.
The liability recognized to retire long-lived assets primarily relates to the Company’s combustion turbines at its Pea Ridge facility, various landfill sites, and a barge unloading dock. In connection with the adoption of FASB Interpretation No. 47, “Accounting for Conditional Asset Retirement Obligations” (FIN 47), the Company also recorded additional asset retirement obligations (and assets) of $9.1 million, primarily related to asbestos removal, ash ponds, and disposal of polychlorinated biphenyls in certain transformers. The Company also has identified retirement obligations related to certain transmission and distribution facilities, certain wireless communication towers, and certain structures authorized by the United States Army Corps of Engineers. However, liabilities for the removal of these assets have not been recorded because the range of time over which the Company may settle these obligations is unknown and cannot be reasonably estimated. The Company will continue to recognize in the statements of income allowed removal costs in accordance with its regulatory treatment. Any differences between costs recognized under FASB Statement No. 143 “Accounting for Asset Retirement Obligations” and FIN 47 and those reflected in rates are recognized as either a regulatory asset or liability, as ordered by the Florida PSC, and are reflected in the balance sheets.
Details of the asset retirement obligations included in the balance sheets are as follows:
                 
    2007   2006
    (in thousands)
Balance beginning of year
  $ 12,718     $ 15,298  
Liabilities incurred
    503        
Liabilities settled
    (484 )      
Accretion
    619       785  
Cash flow revisions
    (1,414 )     (3,365 )
 
Balance end of year
  $ 11,942     $ 12,718  
 
Allowance for Funds Used During Construction (AFUDC)
In accordance with regulatory treatment, the Company records AFUDC, which represents the estimated debt and equity costs of capital funds that are necessary to finance the construction of new regulated facilities. While cash is not realized currently from such allowance, it increases the revenue requirement over the service life of the plant through a higher rate base and higher depreciation expense. The equity component of AFUDC is not included in calculating taxable income. For the years 2007, 2006, and 2005, the average annual AFUDC rate was 7.48%. AFUDC, net of taxes, as a percentage of net income after dividends on preferred and preference stock was 3.59%, 0.61%, and 1.97%, respectively, for 2007, 2006, and 2005.

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Impairment of Long-Lived Assets and Intangibles
The Company evaluates long-lived assets for impairment when events or changes in circumstances indicate that the carrying value of such assets may not be recoverable. The determination of whether an impairment has occurred is based on either a specific regulatory disallowance or an estimate of undiscounted future cash flows attributable to the assets, as compared with the carrying value of the assets. If an impairment has occurred, the amount of the impairment recognized is determined by either the amount of regulatory disallowance or by estimating the fair value of the assets and recording a loss if the carrying value is greater than the fair value. For assets identified as held for sale, the carrying value is compared to the estimated fair value less the cost to sell in order to determine if an impairment loss is required. Until the assets are disposed of, their estimated fair value is re-evaluated when circumstances or events change.
Property Damage Reserve
The Company accrues for the cost of repairing damages from major storms and other uninsured property damages, including uninsured damages to transmission and distribution facilities, generation facilities, and other property. The cost of such damages is charged to the reserve. The Florida PSC approved annual accrual to the property damage reserve is $3.5 million, with a target level for the reserve between $25.1 million and $36.0 million. The Florida PSC also authorized the Company to make additional accruals above the $3.5 million at the Company’s discretion. The Company accrued total expenses of $3.5 million in 2007, $6.5 million in 2006, and $9.5 million in 2005. At December 31, 2007, the unrecovered balance in the property damage reserve totaled approximately $18.6 million. See Note 3 under “Retail Regulatory Matters – Storm Damage Cost Recovery” for additional information regarding the surcharge mechanism approved by the Florida PSC to replenish these reserves.
Injuries and Damages Reserve
The Company is subject to claims and suits arising in the ordinary course of business. As permitted by the Florida PSC, the Company accrues for the uninsured costs of injuries and damages by charges to income amounting to $1.6 million annually. The Florida PSC has also given the Company the flexibility to increase its annual accrual above $1.6 million to the extent the balance in the reserve does not exceed $2 million and to defer expense recognition of liabilities greater than the balance in the reserve. The cost of settling claims is charged to the reserve. The injuries and damages reserve was $2.2 million and $2.0 million at December 31, 2007 and 2006, respectively, and is included in Current Liabilities in the balance sheets. Liabilities in excess of the reserve balance of $0.8 million and $1.7 million at December 31, 2007 and 2006, respectively, are included in Deferred Credits and Other Liabilities in the balance sheets. Corresponding regulatory assets of $0.8 million and $1.6 million at December 31, 2007 and 2006, respectively, are included in Current Assets in the balance sheets. At December 31, 2007 and 2006, respectively, none and $0.1 million are included in Deferred Charges and Other Assets in the balance sheets.
Cash and Cash Equivalents
For purposes of the financial statements, temporary cash investments are considered cash equivalents. Temporary cash investments are securities with original maturities of 90 days or less.
Materials and Supplies
Generally, materials and supplies include the average cost of transmission, distribution, and generating plant materials. Materials are charged to inventory when purchased and then expensed or capitalized to plant, as appropriate, when installed.
Fuel Inventory
Fuel inventory includes the average costs of oil, coal, natural gas, and emission allowances. Fuel is charged to inventory when purchased and then expensed as used. Emission allowances granted by the Environmental Protection Agency (EPA) are included in inventory at zero cost.
Stock Options
Southern Company provides non-qualified stock options to a large segment of the Company’s employees ranging from line management to executives. Prior to January 1, 2006, the Company accounted for options granted in accordance with Accounting

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Principles Board Opinion No. 25; thus, no compensation expense was recognized because the exercise price of all options granted equaled the fair market value on the date of the grant.
Effective January 1, 2006, the Company adopted the fair value recognition provisions of FASB Statement No. 123(R), “Share-Based Payment” (SFAS No. 123(R)), using the modified prospective method. Under that method, compensation cost for the years ended December 31, 2007 and 2006 was recognized as the requisite service was rendered and included: (a) compensation cost for the portion of share-based awards granted prior to and that were outstanding as of January 1, 2006, for which the requisite service had not been rendered, based on the grant-date fair value of those awards as calculated in accordance with the original provisions of FASB Statement No. 123, “Accounting for Stock-Based Compensation” and (b) compensation cost for all share-based awards granted subsequent to January 1, 2006, based on the grant-date fair value estimated in accordance with the provisions of SFAS No. 123(R). Results for prior periods have not been restated.
The compensation cost and tax benefit related to the grant and exercise of Southern Company stock options to the Company’s employees are recognized in the Company’s financial statements with a corresponding credit to equity, representing a capital contribution from Southern Company.
For the Company, the adoption of SFAS No. 123(R) has resulted in a reduction in earnings before income taxes and net income of $1.1 million and $0.7 million, respectively, for the year ended December 31, 2007 and $1.0 million and $0.6 million, respectively, for the year ended December 31, 2006. Additionally, SFAS No. 123(R) requires the gross excess tax benefit from stock option exercises to be reclassified as a financing cash flow as opposed to an operating cash flow; the reduction in operating cash flows and the increase in financing cash flows for the years ended December 31, 2007 and 2006 was $0.8 million and $0.4 million, respectively.
For the year ended December 31, 2005, prior to the adoption of SFAS No. 123(R), the pro forma impact on net income of fair-value accounting for options granted was as follows:
                         
2005   As Reported   Options Impact
After Tax
  Pro Forma
    (in thousands)
Net income
  $ 75,209     $ (586 )   $ 74,623  
 
Because historical forfeitures have been insignificant and are expected to remain insignificant, no forfeitures were assumed in the calculation of compensation expense; rather they are recognized when they occur.
The estimated fair values of stock options granted in 2007, 2006, and 2005 were derived using the Black-Scholes stock option pricing model. Expected volatility was based on historical volatility of Southern Company’s stock over a period equal to the expected term. The Company used historical exercise data to estimate the expected term that represents the period of time that options granted to employees are expected to be outstanding. The risk-free rate was based on the U.S. Treasury yield curve in effect at the time of grant that covers the expected term of the stock options. The following table shows the assumptions used in the pricing model and the weighted average grant-date fair value of stock options granted:
                         
Year Ended December 31   2007   2006   2005
 
Expected volatility
    14.8 %     16.9 %     17.9 %
Expected term (in years)
    5.0       5.0       5.0  
Interest rate
    4.6 %     4.6 %     3.9 %
Dividend yield
    4.3 %     4.4 %     4.4 %
Weighted average grant-date fair value
  $ 4.12     $ 4.15     $ 3.90  
Financial Instruments
The Company uses derivative financial instruments to limit exposure to fluctuations in interest rates, the prices of certain fuel purchases, and electricity purchases and sales. All derivative financial instruments are recognized as either assets or liabilities and are measured at fair value. Substantially all of the Company’s bulk energy purchases and sales contracts that meet the definition of a derivative are exempt from fair value accounting requirements and are accounted for under the accrual method. Other derivative contracts qualify as cash flow hedges of anticipated transactions or are recoverable through the Florida PSC-approved hedging program. This results in the deferral of related gains and losses in other comprehensive income or regulatory assets and liabilities, respectively, until the hedged transactions occur. Any ineffectiveness arising from cash flow hedges is recognized currently in net

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income. Other derivative contracts are marked to market through current period income and are recorded on a net basis in the statements of income.
The Company is exposed to losses related to financial instruments in the event of counterparties’ nonperformance. The Company has established controls to determine and monitor the creditworthiness of counterparties in order to mitigate the Company’s exposure to counterparty credit risk.
Other financial instruments for which the carrying amounts did not equal fair values at December 31 were as follows:
                 
    Carrying Amount   Fair Value
    (in thousands)
Long-term debt:
               
2007
  $ 740,050     $ 725,885  
2006
    696,098       682,641  
The fair values were based on either closing market prices or closing prices of comparable instruments.
Comprehensive Income
The objective of comprehensive income is to report a measure of all changes in common stock equity of an enterprise that result from transactions and other economic events of the period other than transactions with owners. Comprehensive income consists of net income and changes in the fair value of qualifying cash flow hedges, and prior to the adoption of SFAS No.158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans” (SFAS No. 158) the minimum pension liability, less income taxes and reclassifications for amounts included in net income.
Variable Interest Entities
The primary beneficiary of a variable interest entity must consolidate the related assets and liabilities. The Company had established certain wholly-owned trusts to issue preferred securities. The Company is not considered the primary beneficiary of the trusts. Therefore, the investments in these trusts were reflected as Other Investments for the Company, and the related loans from the trusts were included in Long-term Debt in the balance sheets. In November 2007, the Company redeemed $41.2 million of its Series E Junior Subordinated Notes and the related trust preferred and common securities of Gulf Power Capital Trust IV. As of December 31, 2007, the Company no longer had any outstanding trust preferred securities. See Note 6 under “Long-Term Debt Payable to Affiliated Trusts” for additional information.
2.  RETIREMENT BENEFITS
The Company has a defined benefit, trusteed, pension plan covering substantially all employees. The plan is funded in accordance with requirements of the Employee Retirement Income Security Act of 1974, as amended (ERISA). No contributions to the plan are expected for the year ending December 31, 2008. The Company also provides a defined benefit pension plan for a selected group of management and highly compensated employees. Benefits under this non-qualified plan are funded on a cash basis. In addition, the Company provides certain medical care and life insurance benefits for retired employees through other postretirement benefit plans. The Company funds related trusts to the extent required by the FERC. For the year ending December 31, 2008, postretirement trust contributions are expected to total approximately $60,000.
The measurement date for plan assets and obligations is September 30 for each year presented. Pursuant to SFAS No. 158, Southern Company will be required to change the measurement date for its defined benefit postretirement plans from September 30 to December 31 beginning with the year ending December 31, 2008.

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Pension Plans
The total accumulated benefit obligation for the pension plans was $230 million in 2007 and $242 million in 2006. Changes during the year in the projected benefit obligations and fair value of plan assets were as follows:
                 
    2007   2006
    (in thousands)
Change in benefit obligation
               
Benefit obligation at beginning of year
  $ 246,569     $ 248,026  
Service cost
    6,835       6,980  
Interest cost
    14,519       13,359  
Benefits paid
    (11,625 )     (11,034 )
Plan amendments
    1,698       385  
Actuarial (gain) loss
    (6,215 )     (11,147 )
 
Balance at end of year
    251,781       246,569  
 
Change in plan assets
               
Fair value of plan assets at beginning of year
    305,525       280,366  
Actual return on plan assets
    51,159       35,511  
Employer contributions
    682       682  
Benefits paid
    (11,625 )     (11,034 )
 
Fair value of plan assets at end of year
    345,741       305,525  
 
Funded status at end of year
    93,960       58,956  
Fourth quarter contributions
    149       147  
 
Prepaid pension asset, net
  $ 94,109     $ 59,103  
 
At December 31, 2007, the projected benefit obligations for the qualified and non-qualified pension plans were $238.6 million and $13.2 million, respectively. All plan assets are related to the qualified pension plan.
Pension plan assets are managed and invested in accordance with all applicable requirements, including ERISA and the Internal Revenue Code of 1986, as amended (Internal Revenue Code). The Company’s investment policy covers a diversified mix of assets, including equity and fixed income securities, real estate, and private equity. Derivative instruments are used primarily as hedging tools but may also be used to gain efficient exposure to the various asset classes. The Company primarily minimizes the risk of large losses through diversification but also monitors and manages other aspects of risk. The actual composition of the Company’s pension plan assets as of the end of the year, along with the targeted mix of assets, is presented below:
                         
    Target   2007   2006
 
Domestic equity
    36 %     38 %     38 %
International equity
    24       24       23  
Fixed income
    15       15       16  
Real estate
    15       16       16  
Private equity
    10       7       7  
 
Total
    100 %     100 %     100 %
 
Amounts recognized in the balance sheets related to the Company’s pension plans consist of the following:
                 
    2007   2006
    (in thousands)
Prepaid pension costs
  $ 107,151     $ 69,895  
Other regulatory assets
    6,561       5,091  
Current liabilities, other
    (639 )     (585 )
Other regulatory liabilities
    (60,464 )     (23,478 )
Employee benefit obligations
    (12,403 )     (10,207 )

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Presented below are the amounts included in regulatory assets and regulatory liabilities at December 31, 2007 and 2006 related to the defined benefit pension plans that had not yet been recognized in net periodic pension cost along with the estimated amortization of such amounts for 2008.
                 
    Prior   Net
    Service   (Gain)/
    Cost   Loss
    (in thousands)
Balance at December 31, 2007:
               
Regulatory assets
  $ 1,900     $ 4,661  
Regulatory liabilities
    9,932       (70,396 )
 
Total
  $ 11,832     $ (65,735 )
 
 
               
Balance at December 31, 2006:
               
Regulatory assets
  $ 401     $ 4,690  
Regulatory liabilities
    11,153       (34,631 )
 
Total
  $ 11,554     $ (29,941 )
 
 
               
Estimated amortization in net periodic pension cost in 2008:
               
Regulatory assets
  $ 258     $ 334  
Regulatory liabilities
    1,220        
 
Total
  $ 1,478     $ 334  
 
The changes in the balances of regulatory assets and regulatory liabilities related to the defined benefit pension plans for the year ended December 31, 2007 are presented in the following table:
                 
    Regulatory   Regulatory
    Assets   Liabilities
    (in thousands)
Beginning balance
  $ 5,091     $ (23,478 )
Net (gain)/loss
    313       (35,765 )
Change in prior service costs
    1,698        
Reclassification adjustments:
               
Amortization of prior service costs
    (199 )     (1,221 )
Amortization of net gain
    (342 )      
 
Total reclassification adjustments
    (541 )     (1,221 )
 
Total change
    1,470       (36,986 )
 
Ending balance
  $ 6,561     $ (60,464 )
 
Components of net periodic pension cost (income) were as follows:
                         
    2007   2006   2005
    (in thousands)
Service cost
  $ 6,835     $ 6,980     $ 6,317  
Interest cost
    14,519       13,358       12,866  
Expected return on plan assets
    (21,934 )     (20,727 )     (20,816 )
Recognized net (gain)/loss
    342       463       350  
Net amortization
    1,419       1,313       502  
 
Net periodic pension cost (income)
  $ 1,181     $ 1,387     $ (781 )
 
Net periodic pension cost (income) is the sum of service cost, interest cost, and other costs netted against the expected return on plan assets. The expected return on plan assets is determined by multiplying the expected rate of return on plan assets and the market-

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related value of plan assets. In determining the market-related value of plan assets, the Company has elected to amortize changes in the market value of all plan assets over five years rather than recognize the changes immediately. As a result, the accounting value of plan assets that is used to calculate the expected return on plan assets differs from the current fair value of the plan assets.
Future benefit payments reflect expected future service and are estimated based on assumptions used to measure the projected benefit obligation for the pension plans. At December 31, 2007, estimated benefit payments were as follows:
         
    Benefit Payments
    (in thousands)
2008
  $ 12,283  
2009
    12,603  
2010
    13,097  
2011
    14,775  
2012
    15,479  
2013 to 2017
    94,245  
 
Other Postretirement Benefits
Changes during the year in the accumulated postretirement benefit obligations (APBO) and in the fair value of plan assets were as follows:
                 
    2007   2006
    (in thousands)
Change in benefit obligation
               
Benefit obligation at beginning of year
  $ 73,985     $ 73,280  
Service cost
    1,351       1,424  
Interest cost
    4,330       3,940  
Benefits paid
    (3,586 )     (3,728 )
Actuarial (gain) loss
    (2,430 )     (1,124 )
Retiree drug subsidy
    259       193  
 
Balance at end of year
    73,909       73,985  
 
 
               
Change in plan assets
               
Fair value of plan assets at beginning of year
    17,640       16,434  
Actual return on plan assets
    2,934       1,951  
Employer contributions
    2,363       3,583  
Benefits paid
    (3,327 )     (4,328 )
 
Fair value of plan assets at end of year
    19,610       17,640  
 
Funded status at end of year
    (54,299 )     (56,345 )
Fourth quarter contributions
    872       932  
 
Accrued liability
  $ (53,427 )   $ (55,413 )
 
Other postretirement benefit plan assets are managed and invested in accordance with all applicable requirements, including ERISA and the Internal Revenue Code. The Company’s investment policy covers a diversified mix of assets, including equity and fixed income securities, real estate, and private equity. Derivative instruments are used primarily as hedging tools but may also be used to gain efficient exposure to the various asset classes. The Company primarily minimizes the risk of large losses through diversification but also monitors and manages other aspects of risk. The actual composition of the Company’s other postretirement benefit plan assets as of the end of the year, along with the targeted mix of assets, is presented below:

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Gulf Power Company 2007 Annual Report
                         
    Target   2007   2006
 
Domestic equity
    35 %     37 %     37 %
International equity
    23       23       22  
Fixed income
    18       17       19  
Real estate
    15       16       15  
Private equity
    9       7       7  
 
Total
    100 %     100 %     100 %
 
Amounts recognized in the balance sheets related to the Company’s other postretirement benefit plans consist of the following:
                         
    2007   2006        
    (in thousands)        
Other regulatory assets
  $ 8,040     $ 12,877          
Current liabilities, other
    (511 )     (448 )        
Employee benefit obligations
    (52,916 )     (54,965 )        
 
Presented below are the amounts included in regulatory assets at December 31, 2007 and 2006 related to the other postretirement benefit plans that have not yet been recognized in net periodic postretirement benefit cost along with the estimated amortization of such amounts for the next fiscal year.
                         
    Prior   Net   Transition
    Service Cost   (Gain)/Loss   Obligation
    (in thousands)
Balance at December 31, 2007:
                       
Regulatory assets
  $ 3,619     $ 2,544     $ 1,877  
 
Balance at December 31, 2006:
                       
Regulatory assets
  $ 3,965     $ 6,678     $ 2,234  
 
Estimated amortization as net periodic postretirement benefit cost in 2008:
                       
Regulatory assets
  $ 346     $     $ 356  
 
The change in the balance of regulatory assets related to the other postretirement benefit plans for the year ended December 31, 2007 is presented in the following table:
         
    Regulatory
    Assets
    (in thousands)
Beginning balance
  $ 12,877  
Net gain
    (4,045 )
Change in prior service costs
     
Reclassification adjustments:
       
Amortization of transition obligation
    (356 )
Amortization of prior service costs
    (346 )
Amortization of net gain
    (90 )
 
Total reclassification adjustments
    (792 )
 
Total change
    (4,837 )
 
Ending balance
  $ 8,040  
 

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Components of the other postretirement benefit plans’ net periodic cost were as follows:
                         
    2007   2006   2005
    (in thousands)
Service cost
  $ 1,351     $ 1,424     $ 1,357  
Interest cost
    4,330       3,940       3,892  
Expected return on plan assets
    (1,320 )     (1,264 )     (1,202 )
Net amortization
    792       857       735  
 
Net postretirement cost
  $ 5,153     $ 4,957     $ 4,782  
 
The Medicare Prescription Drug, Improvement, and Modernization Act of 2003 (Medicare Act) provides a 28% prescription drug subsidy for Medicare eligible retirees. The effect of the subsidy reduced the Company’s expenses for the years ended December 31, 2007, 2006, and 2005 by approximately $1.5 million, $1.7 million, and $1.1 million, respectively, and is expected to have a similar impact on future expenses.
Future benefit payments, including prescription drug benefits, reflect expected future service and are estimated based on assumptions used to measure the APBO for the postretirement plans. Estimated benefit payments are reduced by drug subsidy receipts expected as a result of the Medicare Act as follows:
                         
    Benefit   Subsidy    
    Payments   Receipts   Total
    (in thousands)
2008
  $ 4,075     $ (331 )   $ 3,744  
2009
    4,403       (381 )     4,022  
2010
    4,749       (444 )     4,305  
2011
    5,145       (500 )     4,645  
2012
    5,436       (570 )     4,866  
2013 to 2017
    30,652       (3,997 )     26,655  
 
Actuarial Assumptions
The weighted average rates assumed in the actuarial calculations used to determine both the benefit obligations as of the measurement date and the net periodic costs for the pension and other postretirement benefit plans for the following year are presented below. Net periodic benefit costs were calculated in 2004 for the 2005 plan year using a discount rate of 5.75%.
                         
    2007   2006   2005
Discount
    6.30 %     6.00 %     5.50 %
Annual salary increase
    3.75       3.50       3.00  
Long-term return on plan assets
    8.50       8.50       8.50  
 
The Company determined the long-term rate of return based on historical asset class returns and current market conditions, taking into account the diversification benefits of investing in multiple asset classes.
An additional assumption used in measuring the APBO was a weighted average medical care cost trend rate of 9.75% for 2008, decreasing gradually to 5.25% through the year 2015 and remaining at that level thereafter. An annual increase or decrease in the assumed medical care cost trend rate of 1% would affect the APBO and the service and interest cost components at December 31, 2007 as follows:
                 
    1 Percent   1 Percent
    Increase   Decrease
    (in thousands)
Benefit obligation
  $ 4,139     $ 3,548  
Service and interest costs
    307       246  
 

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Employee Savings Plan
The Company also sponsors a 401(k) defined contribution plan covering substantially all employees. The Company provides an 85% matching contribution up to 6% of an employee’s base salary. Prior to November 2006, the Company matched employee contributions at a rate of 75% up to 6% of the employee’s base salary. Total matching contributions made to the plan for 2007, 2006, and 2005 were $3.5 million, $3.0 million, and $2.9 million, respectively.
3. CONTINGENCIES AND REGULATORY MATTERS
General Litigation Matters
The Company is subject to certain claims and legal actions arising in the ordinary course of business. In addition, the Company’s business activities are subject to extensive governmental regulation related to public health and the environment. Litigation over environmental issues and claims of various types, including property damage, personal injury, common law nuisance, and citizen enforcement of environmental requirements such as opacity and air and water quality standards, has increased generally throughout the United States. In particular, personal injury claims for damages caused by alleged exposure to hazardous materials have become more frequent. The ultimate outcome of such pending or potential litigation against the Company cannot be predicted at this time; however, for current proceedings not specifically reported herein, management does not anticipate that the liabilities, if any, arising from such current proceedings would have a material adverse effect on the Company’s financial statements.
Environmental Matters
New Source Review Actions
In November 1999, the EPA brought a civil action in the U.S. District Court for the Northern District of Georgia against certain Southern Company subsidiaries, including Alabama Power and Georgia Power, alleging that these subsidiaries had violated the New Source Review (NSR) provisions of the Clean Air Act and related state laws at certain coal-fired generating facilities. Through subsequent amendments and other legal procedures, the EPA filed a separate action in January 2001 against Alabama Power in the U.S. District Court for the Northern District of Alabama after Alabama Power was dismissed from the original action. In these lawsuits, the EPA alleged that NSR violations occurred at eight coal-fired generating facilities operated by Alabama Power and Georgia Power. The civil actions request penalties and injunctive relief, including an order requiring the installation of the best available control technology at the affected units. The EPA concurrently issued notices of violation relating to the Company’s Plant Crist and a unit partially owned by the Company at Plant Scherer. See Note 4 to the financial statements for information on the Company’s ownership interest in Plant Scherer Unit 3. In early 2000, the EPA filed a motion to amend its complaint to add the allegations in the notices of violation and to add the Company as a defendant. However, in March 2001, the court denied the motion based on lack of jurisdiction, and the EPA has not refiled. The action against Georgia Power has been administratively closed since the spring of 2001, and none of the parties has sought to reopen the case.
The plaintiffs appealed the district court’s decision to the U.S. Court of Appeals for the Eleventh Circuit, and the appeal was stayed by the Appeals Court pending the U.S. Supreme Court’s decision in a similar case against Duke Energy. The Supreme Court issued its decision in the Duke Energy case in April 2007. On October 5, 2007, the U.S. District Court for the Northern District of Alabama issued an order in the Alabama Power case indicating a willingness to re-evaluate its previous decision in light of the Supreme Court’s Duke Energy opinion. On December 21, 2007, the Eleventh Circuit vacated the district court’s decision in the Alabama Power case and remanded the case back to the district court for consideration of the legal issues in light of the Supreme Court’s decision in Duke Energy case.
The Company believes it complied with applicable laws and the EPA regulations and interpretations in effect at the time the work in question took place. The Clean Air Act authorizes maximum civil penalties of $25,000 to $32,500 per day, per violation at each generating unit, depending on the date of the alleged violation. An adverse outcome in this matter could require substantial capital expenditures or affect the timing of currently budgeted capital expenditures that cannot be determined at this time and could possibly require payment of substantial penalties. Such expenditures could affect future results of operations, cash flows, and financial condition if such costs are not recovered through regulated rates.

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Carbon Dioxide Litigation
In July 2004, attorneys general from eight states, each outside of Southern Company’s service territory, and the corporation counsel for New York City filed a complaint in the U.S. District Court for the Southern District of New York against Southern Company and four other electric power companies. A nearly identical complaint was filed by three environmental groups in the same court. The complaints allege that the companies’ emissions of carbon dioxide, a greenhouse gas, contribute to global warming, which the plaintiffs assert is a public nuisance. Under common law public and private nuisance theories, the plaintiffs seek a judicial order (1) holding each defendant jointly and severally liable for creating, contributing to, and/or maintaining global warming and (2) requiring each of the defendants to cap its emissions of carbon dioxide and then reduce those emissions by a specified percentage each year for at least a decade. Plaintiffs have not, however, requested that damages be awarded in connection with their claims. Southern Company believes these claims are without merit and notes that the complaint cites no statutory or regulatory basis for the claims. In September 2005, the U.S. District Court for the Southern District of New York granted Southern Company’s and the other defendants’ motions to dismiss these cases. The plaintiffs filed an appeal to the U.S. Court of Appeals for the Second Circuit in October 2005 and no decision has been issued. The ultimate outcome of these matters cannot be determined at this time.
Environmental Remediation
The Company must comply with other environmental laws and regulations that cover the handling and disposal of waste and releases of hazardous substances. Under these various laws and regulations, the Company may also incur substantial costs to clean up properties. The Company received authority from the Florida PSC to recover approved environmental compliance costs through the environmental cost recovery clause. The Florida PSC reviews costs and adjusts rates up or down annually.
At December 31, 2007 and 2006, the Company’s liability for the estimated costs of environmental remediation projects for known sites was $66.9 million and $57.2 million, respectively. During the second quarter 2007, the Company increased its estimated liability for environmental remediation projects by $12.8 million as a result of changes in the cost estimates to remediate substation sites. These estimated costs relate to new regulations and more stringent site closure criteria by the Florida Department of Environmental Protection (FDEP) for impacts to groundwater from herbicide applications at the Company’s substations. The schedule for completion of the remediation projects will be subject to FDEP approval. These projects have been approved by the Florida PSC for recovery through the environmental cost recovery clause. Therefore, the Company has recorded $1.8 million in Current Assets and Current Liabilities and $65.1 million in Deferred Charges and Other Assets and Deferred Credits and Other Liabilities representing the future recoverability of these costs.
The final outcome of these matters cannot now be determined. However, based on the currently known conditions at these sites and the nature and extent of the Company’s activities relating to these sites, management does not believe that the Company’s additional liabilities, if any, at these sites would be material to the financial statements.
FERC Matters
Market-Based Rate Authority
The Company has authorization from the FERC to sell power to non-affiliates, including short-term opportunity sales, at market-based prices. Specific FERC approval must be obtained with respect to a market-based contract with an affiliate.
In December 2004, the FERC initiated a proceeding to assess Southern Company’s generation dominance within its retail service territory. The ability to charge market-based rates in other markets is not an issue in the proceeding. Any new market-based rate sales by the Company in Southern Company’s retail service territory entered into during a 15-month refund period that ended in May 2006 could be subject to refund to a cost-based rate level.
In late June and July 2007, hearings were held in this proceeding and the presiding administrative law judge issued an initial decision on November 9, 2007 regarding the methodology to be used in the generation dominance tests. The proceedings are ongoing. The ultimate outcome of this generation dominance proceeding cannot now be determined, but an adverse decision by the FERC in a final order could require the Company and Southern Power to charge cost-based rates for certain wholesale sales in the Southern Company retail service territory, which may be lower than negotiated market-based rates, and could also result in refunds of up to $0.8 million, plus interest. The Company believes that there is no meritorious basis for this proceeding and is vigorously defending itself in this matter.

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On June 21, 2007, the FERC issued its final rule regarding market-based rate authority. The FERC generally retained its current market-based rate standards. The impact of this order and its effect on the generation dominance proceeding cannot now be determined.
Intercompany Interchange Contract
The Company’s generation fleet is operated under the Intercompany Interchange Contract (IIC), as approved by the FERC. In May 2005, the FERC initiated a new proceeding to examine (1) the provisions of the IIC among the traditional operating companies (including the Company), Southern Power, and SCS, as agent, under the terms of which the power pool of Southern Company is operated, (2) whether any parties to the IIC have violated the FERC’s standards of conduct applicable to utility companies that are transmission providers, and (3) whether Southern Company’s code of conduct defining Southern Power as a “system company” rather than a “marketing affiliate” is just and reasonable. In connection with the formation of Southern Power, the FERC authorized Southern Power’s inclusion in the IIC in 2000. The FERC also previously approved Southern Company’s code of conduct.
In October 2006, the FERC issued an order accepting a settlement resolving the proceeding subject to Southern Company’s agreement to accept certain modifications to the settlement’s terms and Southern Company notified the FERC that it accepted the modifications. The modifications largely involve functional separation and information restrictions related to marketing activities conducted on behalf of Southern Power. Southern Company filed with the FERC in November 2006 a compliance plan in connection with the order. On April 19, 2007, the FERC approved, with certain modifications, the plan submitted by Southern Company. Implementation of the plan is not expected to have a material impact on the Company’s financial statements. On November 19, 2007 Southern Company notified the FERC that the plan had been implemented and the FERC division of audits subsequently began an audit pertaining to compliance implementation and related matters, which is ongoing.
Right of Way Litigation
Southern Company and certain of its subsidiaries, including the Company, Mississippi Power, and Southern Telecom, Inc. (a subsidiary of SouthernLINC Wireless), have been named as defendants in numerous lawsuits brought by landowners since 2001. 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 exceed the easements or other property rights held by defendants. The plaintiffs assert claims for, among other things, trespass and unjust enrichment, and seek compensatory and punitive damages and injunctive relief. The Company’s management believes that it has complied with applicable laws and that the plaintiffs’ claims are without merit.
In November 2003, the Second Circuit Court in Gadsden County, Florida, ruled in favor of the plaintiffs on their motion for partial summary judgment concerning liability in one such lawsuit brought by landowners regarding the installation and use of fiber optic cable over the Company rights of way located on the landowners’ property. Subsequently, the plaintiffs sought to amend their complaint and asked the court to enter a final declaratory judgment and to enter an order enjoining the Company from allowing expanded general telecommunications use of the fiber optic cables that are the subject of this litigation. In January 2005, the trial court granted in part the plaintiffs’ motion to amend their complaint and denied the requested declaratory and injunctive relief. In November 2005, the trial court ruled in favor of the plaintiffs and against the Company on their respective motions for partial summary judgment. In that same order, the trial court also denied the Company’s motion to dismiss certain claims. The Company filed an appeal to the Florida First District Court of Appeals in December 2005. In October 2006, the Florida First District Court of Appeal issued an order dismissing the Company’s December 2005 appeal on the basis that the trial court’s order was a non-final order and therefore not subject to review on appeal at this time. The case was returned to the trial court for further proceedings. The parties reached agreement on a proposed settlement plan that was subject to approval by the trial court. On November 7, 2007, the trial court granted preliminary approval and set forth the requirements for the trial court to make its final determination on the proposed settlement. Although the final outcome of this matter cannot now be determined, if approved the settlement is not expected to have a material effect on the financial statements of the Company.
In addition, in late 2001, certain subsidiaries of Southern Company, including the Company, Alabama Power, Georgia Power, Mississippi Power, and Southern Telecom, Inc. (a subsidiary of SouthernLINC Wireless), were named as defendants in a lawsuit brought by a telecommunications company that uses certain of the defendants’ rights of way. This lawsuit alleges, among other things, that the defendants are contractually obligated to indemnify, defend, and hold harmless the telecommunications company from any liability that may be assessed against it in pending and future right of way litigation. The Company believes that the plaintiff’s claims are without merit. In the fall of 2004, the trial court stayed the case until resolution of the underlying landowner litigation

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discussed above. In January 2005, the Georgia Court of Appeals dismissed the telecommunications company’s appeal of the trial court’s order for lack of jurisdiction. An adverse outcome in this matter, combined with an adverse outcome against the telecommunications company in one or more of the right of way lawsuits, could result in substantial judgments; however, the final outcome of these matters cannot now be determined.
Property Tax Dispute
The Monroe County Board of Tax Assessors (Monroe Board) had issued assessments reflecting substantial increases in the ad valorem tax valuation of the Company’s 6.25% ownership interest in Plant Scherer, which is located in Monroe County, Georgia (Monroe County) for tax years 2003 through 2007. Georgia Power and the Company pursued administrative appeals in Monroe County and filed notices of arbitration for all disputed years. The outcome of the litigation is discussed below.
In November 2004, Georgia Power filed suit, on its behalf, against the Monroe Board in the Superior Court of Monroe County. The Company requested injunctive relief prohibiting Monroe County and the Monroe Board from unlawfully changing the value of Plant Scherer and ultimately collecting additional ad valorem taxes from Georgia Power. In December 2005, the court granted Monroe County’s motion for summary judgment. Georgia Power filed an appeal of the Superior Court’s decision to the Georgia Supreme Court.
On March 30, 2007, the Georgia Court of Appeals reversed the trial court and ruled that the Monroe Board had exceeded its legal authority and remanded the case for entry of an injunction prohibiting the Monroe Board from collecting taxes based on its independent valuation of Plant Scherer. On July 16, 2007, the Georgia Supreme Court agreed to hear the Monroe Board’s requested review of this decision. On January 8, 2008, the Georgia Supreme Court upheld the appeals court decision preventing Monroe County from reassessing the fair market value of Plant Scherer as filed in the tax years 2003, 2004, 2005, 2006, and 2007. This litigation is now concluded.
Retail Regulatory Matters
Environmental Cost Recovery
The Florida Legislature adopted legislation for an environmental cost recovery clause, which allows an electric utility to petition the Florida PSC for recovery of prudent environmental compliance costs that are not being recovered through base rates or any other recovery mechanism. Such environmental costs include operation and maintenance expense, emission allowance expense, depreciation, and a return on invested capital. This legislation also allows recovery of costs incurred as a result of an agreement between the Company and the FDEP for the purpose of ensuring compliance with ozone ambient air quality standards adopted by the EPA. On August 14, 2007, the Florida PSC voted to approve a stipulation among the Company, the Office of Public Counsel, and the Florida Industrial Power Users Group regarding the Company’s plan for complying with certain federal and state regulations addressing air quality. The Company’s environmental compliance plan as filed on March 29, 2007 contemplates implementation of specific projects identified in the plan from 2007 through 2018. The stipulation covers all elements of the current plan that are scheduled to be implemented in the 2007 through 2011 timeframe. The Florida PSC acknowledged that the costs associated with the Company’s Clean Air Interstate Rule/Clean Air Mercury Rule/Clean Air Visibility Rule compliance plan are eligible for recovery through the environmental cost recovery clause. During 2007, 2006, and 2005, the Company recorded environmental cost recovery clause revenues of $43.6 million, $40.9 million, and $26.3 million, respectively. Annually, the Company seeks recovery of projected costs including any true-up amounts from prior periods. At December 31, 2007, the over recovered balance was $1.6 million primarily due to operations and maintenance expenses being less than anticipated.
Storm Damage Cost Recovery
Under authority granted by the Florida PSC, the Company maintains a reserve for property damage to cover the cost of uninsured damages from major storms to its transmission and distribution facilities, generation facilities, and other property.
Hurricanes Dennis and Katrina hit the Gulf Coast of Florida in July 2005 and August 2005, respectively, damaging portions of the Company’s service area. In September 2004, Hurricane Ivan hit the Gulf Coast of Florida, causing substantial damage within the Company’s service area. In 2005, the Florida PSC issued an order that approved a stipulation and settlement between the Company and several consumer groups and thereby authorized the recovery of the Company’s storm damage costs related to Hurricane Ivan through a two-year surcharge that began in April 2005.

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In July 2006, the Florida PSC issued an order (2006 Order) approving a stipulation and settlement between the Company and several consumer groups that resolved all matters relating to the Company’s request for recovery of incurred costs for storm-recovery activities and the replenishment of the Company’s property damage reserve. The 2006 Order provided for an extension of the storm-recovery surcharge then being collected by the Company for an additional 27 months, expiring in June 2009.
Pursuant to the 2006 Order, the funds resulting from the extension of the surcharge were first credited to the unrecovered balance of storm-recovery costs associated with Hurricane Ivan until these costs were fully recovered. The funds are now being credited to the property reserve for recovery of the storm restoration costs of $52.6 million associated with Hurricanes Dennis and Katrina that were previously charged to the reserve. Should revenues collected by the Company through the extension of the storm-recovery surcharge exceed the storm restoration costs associated with Hurricanes Dennis and Katrina, the excess revenues will be credited to the reserve.
The annual accrual to the reserve of $3.5 million and the Company’s limited discretionary authority to make additional accruals to the reserve will continue as previously approved by the Florida PSC. The Company made discretionary accruals to the reserve of $3 million and $6 million in 2006 and 2005, respectively. The Company made no discretionary accruals to the reserve in 2007.
According to the 2006 Order, in the case of future storms, if the Company incurs cumulative costs for storm-recovery activities in excess of $10 million during any calendar year, the Company will be permitted to file a streamlined formal request for an interim surcharge. Any interim surcharge would provide for the recovery, subject to refund, of up to 80% of the claimed costs for storm-recovery activities. The Company would then petition the Florida PSC for full recovery through a final or non-interim surcharge or other cost recovery mechanism.
See Note 1 under “Property Damage Reserve” for additional information.
4. JOINT OWNERSHIP AGREEMENTS
The Company and Mississippi Power jointly own Plant Daniel Units 1 and 2, which together represent capacity of 1,000 megawatts (MW). Plant Daniel is a generating plant located in Jackson County, Mississippi. In accordance with the operating agreement, Mississippi Power acts as the Company’s agent with respect to the construction, operation, and maintenance of these units.
The Company and Georgia Power jointly own the 818 MW capacity Plant Scherer Unit 3. Plant Scherer is a generating plant located near Forsyth, Georgia. In accordance with the operating agreement, Georgia Power acts as the Company’s agent with respect to the construction, operation, and maintenance of the unit.
The Company’s pro rata share of expenses related to both plants is included in the corresponding operating expense accounts in the statements of income.
At December 31, 2007, the Company’s percentage ownership and its investment in these jointly owned facilities were as follows:
                 
    Plant Scherer   Plant Daniel
    Unit 3 (coal)   Units 1 & 2 (coal)
    (in thousands)
Plant in service
  $ 191,418 (a)   $ 254,045  
Accumulated depreciation
    94,466       140,984  
Construction work in progress
    23,046       344  
Ownership
    25 %     50 %
 
 
(a)   Includes net plant acquisition adjustment of $3.6 million.
5. INCOME TAXES
Southern Company files a consolidated federal income tax return and combined State of Mississippi and State of Georgia income tax returns. Under a joint consolidated income tax allocation agreement, each subsidiary’s current and deferred tax expense is computed on a stand-alone basis. In accordance with Internal Revenue Service (IRS) regulations, each company is jointly and severally liable for the tax liability.

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Current and Deferred Income Taxes
Details of income tax provisions are as follows:
                         
    2007   2006   2005
    (in thousands)
Federal -
                       
Current
  $ 51,321     $ 40,472     $ 11,330  
Deferred
    (9,431 )     (470 )     26,693  
 
 
    41,890       40,002       38,023  
 
State -
                       
Current
    6,581       3,651       490  
Deferred
    (1,388 )     1,640       6,468  
 
 
    5,193       5,291       6,958  
 
Total
  $ 47,083     $ 45,293     $ 44,981  
 
The tax effects of temporary differences between the carrying amounts of assets and liabilities in the financial statements and their respective tax bases, which give rise to deferred tax assets and liabilities, are as follows:
                 
    2007   2006
    (in thousands)
Deferred tax liabilities-
               
Accelerated depreciation
  $ 260,720     $ 245,147  
Fuel recovery clause
    22,934       31,380  
Pension benefits and employee benefit obligations
    38,109       23,888  
Property reserve
    6,624       17,612  
Regulatory assets associated with employee benefit obligations
    9,206       10,940  
Regulatory assets associated with asset retirement obligations
    4,837       5,151  
Other
    3,316       6,492  
 
Total
    345,746       340,610  
 
Deferred tax assets-
               
Federal effect of state deferred taxes
  $ 13,168     $ 13,713  
Post retirement benefits
    16,371       15,082  
Pension benefits
    11,880       13,310  
Other comprehensive loss
    2,386       2,887  
Regulatory liabilities associated with employee benefit obligations
    23,192       9,057  
Asset retirement obligations
    4,837       5,151  
Other
    12,126       13,777  
 
Total
    83,960       72,977  
 
Net deferred tax liabilities
    261,786       267,633  
Less current portion, net
    (21,685 )     (29,771 )
 
Accumulated deferred income taxes in the balance sheets
  $ 240,101     $ 237,862  
 
At December 31, 2007, the tax-related regulatory assets to be recovered from customers were $17.8 million. These assets are attributable to tax benefits flowed through to customers in prior years and to taxes applicable to capitalized allowance for funds used during construction. At December 31, 2007, the tax-related regulatory liabilities to be credited to customers were $15.3 million. These liabilities are attributable to deferred taxes previously recognized at rates higher than the current enacted tax law and to unamortized investment tax credits.
In accordance with regulatory requirements, deferred investment tax credits are amortized over the lives of the related property with such amortization normally applied as a credit to reduce depreciation in the statements of income. Credits amortized in this manner amounted to $1.7 million in 2007, $1.8 million in 2006, and $1.9 million in 2005. At December 31, 2007, all investment tax credits available to reduce federal income taxes payable had been utilized.

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Effective Tax Rate
A reconciliation of the federal statutory income tax rate to the effective income tax rate is as follows:
                         
    2007   2006   2005
Federal statutory rate
    35.0 %     35.0 %     35.0 %
State income tax, net of federal deduction
    2.5       2.8       3.7  
Non-deductible book depreciation
    0.4       0.5       0.7  
Difference in prior years’ deferred and current tax rate
    (0.6 )     (0.8 )     (0.8 )
Production activities deduction
    (3.9 )     (1.0 )     (0.4 )
Other, net
    1.5       (0.1 )     (1.0 )
 
Effective income tax rate
    34.9 %     36.4 %     37.2 %
 
The American Jobs Creation Act of 2004 created a tax deduction for a portion of income attributable to United States production activities as defined in Internal Revenue Code Section 199 (production activities deduction). The deduction is equal to a stated percentage of qualified production activities income. The percentage is phased in over the years 2005 through 2010 with a 3% rate applicable to the years 2005 and 2006, a 6% rate applicable for years 2007 through 2009, and a 9% rate applicable for all years after 2009. The increase from 3% in 2006 to 6% in 2007 was one of several factors that increased the Company’s 2007 deduction by $4 million over the 2006 deduction. The resulting additional tax benefit was over $1 million.
Unrecognized Tax Benefits
On January 1, 2007, the Company adopted FIN 48, which requires companies to determine whether it is “more likely than not” that a tax position will be sustained upon examination by the appropriate taxing authorities before any part of the benefit can be recorded in the financial statements. It also provides guidance on the recognition, measurement, and classification of income tax uncertainties, along with any related interest and penalties.
Prior to the adoption of FIN 48, the Company had unrecognized tax benefits which were previously accrued under Statement of Financial Accounting Standards No. 5, “Accounting for Contingencies” of approximately $0.2 million. The total $0.2 million in unrecognized tax benefits would impact the Company’s effective tax rate if recognized. For 2007, the total amount of unrecognized tax benefits increased by $0.7 million, resulting in a balance of $0.9 million as of December 31, 2007.
Changes during the year in unrecognized tax benefits were as follows:
         
    2007
    (thousands)
Unrecognized tax benefits as of adoption
  $ 211  
Tax positions from current periods
    469  
Tax positions from prior periods
    207  
Reductions due to settlements
     
Reductions due to expired statute of limitations
     
 
Balance at end of year
  $ 887  
 
Impact on the Company’s effective tax rate, if recognized, is as follows:
         
    2007
    (thousands)
Tax positions impacting the effective tax rate
  $ 887  
Tax positions not impacting the effective tax rate
     
 
Balance at end of year
  $ 887  
 
Accrued interest for unrecognized tax benefits:
         
    2007
    (thousands)
Interest accrued as of adoption
  $ 5  
Interest accrued during the year
    53  
 
Balance at end of year
  $ 58  
 

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The Company classifies interest on tax uncertainties as interest expense. Net interest accrued for the year ended December 31, 2007 was $58 thousand. The Company did not accrue any penalties on uncertain tax positions.
The IRS has audited and closed all tax returns prior to 2004. The audits for the state returns have either been concluded, or the statute of limitations has expired, for years prior to 2002.
It is reasonably possible that the amount of the unrecognized benefit with respect to certain of the Company’s unrecognized tax positions will significantly increase or decrease within the next 12 months. The possible settlement of the production activities deduction methodology and/or the conclusion or settlement of federal or state audits could impact the balances significantly. At this time, an estimate of the range of reasonably possible outcomes cannot be determined.
6. FINANCING
Long-Term Debt Payable to Affiliated Trusts
The Company has formed certain wholly owned trust subsidiaries for the purpose of issuing preferred securities. The proceeds of the related equity investments and preferred security sales were loaned back to the Company through the issuance of junior subordinated notes which constitute substantially all of the assets of these trusts and are reflected in the balance sheets as Long-term Debt. The Company considers that the mechanisms and obligations relating to the preferred securities issued for its benefit, taken together, constitute a full and unconditional guarantee by it of the trusts’ payment obligations with respect to these securities. During 2007, the Company redeemed its last remaining series, which totaled $41.2 million. See Note 1 under “Variable Interest Entities” for additional information on the accounting treatment for these trusts and the related securities.
Outstanding Classes of Capital Stock
The Company currently has preferred stock, Class A preferred stock, preference stock, and common stock authorized. The Company’s preferred stock and Class A preferred stock, without preference between classes, rank senior to the Company’s preference stock and common stock with respect to payment of dividends and voluntary or involuntary dissolution. No shares of preferred stock or Class A preferred stock were outstanding at December 31, 2007. The Company’s preference stock ranks senior to the common stock with respect to the payment of dividends and voluntary or involuntary dissolution. Certain series of the preference stock are subject to redemption at the option of the Company on or after a specified date (typically 5 or 10 years after the date of issuance) at a redemption price equal to 100% of the liquidation amount of the preference stock. In addition, one series of the preference stock may be redeemed earlier at a redemption price equal to 100% of the liquidation amount plus a make-whole premium based on the present value of the liquidation amount and future dividends.
On January 19, 2007, the Company issued to Southern Company 800,000 shares of the Company’s common stock, without par value, and realized proceeds of $80 million. The proceeds were used to repay a portion of the Company’s short-term indebtedness and for other general corporate purposes.
Dividend Restrictions
The Company can only pay dividends to Southern Company out of retained earnings or paid-in-capital.
Pollution Control Bonds
Pollution control obligations represent loans to the Company from public authorities of funds derived from sales by such authorities of revenue bonds issued to finance pollution control facilities. The Company is required to make payments sufficient for the authorities to meet principal and interest requirements of such bonds totaling $157.6 million.
Assets Subject to Lien
In January 2007, the Company’s first mortgage bond indenture was discharged. As a result, there are no longer any first mortgage liens on the Company’s property and the Company no longer has to comply with the covenants and restrictions of the first mortgage

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Gulf Power Company 2007 Annual Report
bond indenture. The Company has granted a lien on its property at Plant Daniel in connection with the issuance of two series of pollution control bonds with an outstanding principal amount of $41 million.
There are no agreements or other arrangements among the affiliated companies under which the assets of one company have been pledged or otherwise made available to satisfy obligations of Southern Company or any of its subsidiaries.
Bank Credit Arrangements
At the beginning of 2008, the Company had $125 million of lines of credit with banks subject to renewal each year, all of which remained unused. Of the $125 million, $121 million provides liquidity support for the Company’s commercial paper program and $4 million of variable rate pollution control bonds. In connection with these credit lines, the Company has agreed to pay commitment fees.
Certain credit arrangements contain covenants that limit the level of indebtedness to capitalization to 65%, as defined in the arrangements. At December 31, 2007, the Company was in compliance with these covenants.
In addition, certain credit arrangements contain cross default provisions to other indebtedness that would trigger an event of default if the Company defaulted on indebtedness over a specified threshold. The cross default provisions are restricted only to indebtedness of the Company. The Company is currently in compliance with all such covenants.
The Company borrows primarily through a commercial paper program that has the liquidity support of committed bank credit arrangements. The Company may also borrow through various other arrangements with banks and through an extendible commercial note program. At December 31, 2007, the Company had $40.8 million of commercial paper and no extendible commercial notes outstanding. At December 31, 2006, the Company had $80.4 million of commercial paper and $40 million of bank notes outstanding. During 2007, the peak amount outstanding for short term debt was $147.4 million and the average amount outstanding was $47.5 million. The average annual interest rate on commercial paper was 5.33%.
Financial Instruments
The Company enters into energy-related derivatives to hedge exposures to electricity, gas, and other fuel price changes. However, due to cost-based rate regulations, the Company has limited exposure to market volatility in commodity fuel prices and prices of electricity. The Company has implemented fuel-hedging programs with the approval of the Florida PSC. The Company enters into hedges of forward electricity sales. There was no material ineffectiveness recorded in earnings in 2007, 2006, and 2005.
At December 31, 2007, the fair value gains/(losses) of energy-related derivative contracts were reflected in the financial statements as follows:
         
    Amounts
    (in thousands)
Regulatory assets, net
  $ (202 )
Net income
     
 
Total fair value
  $ (202 )
 
The fair value gains or losses for cash flow hedges that are recoverable through the regulatory fuel clauses are recorded as regulatory assets and liabilities and are recognized in earnings at the same time the hedged items affect earnings. The Company has energy-related hedges in place up to and including 2010.
The Company also enters into derivatives to hedge exposure to interest rate changes. Derivatives related to forecasted transactions are accounted for as cash flow hedges. The derivatives employed as hedging instruments are structured to minimize ineffectiveness. As such, no material ineffectiveness has been recorded in earnings for any period presented. The hedges will be terminated at the time the underlying debt is issued.

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NOTES (continued)
Gulf Power Company 2007 Annual Report
At December 31, 2007 the Company had the following interest rate derivatives accounted for as cash flow hedges:
                         
    Variable   Weighted   Hedge   Fair Value
    Rate   Average   Maturity   Gain (Loss)
Notional Amount   Received   Fixed Rate Paid   Date   December 31, 2007
      (in millions)                   (in millions)
  $80
  3-month LIBOR     5.10 %   July 2018   $ (2.4 )
In 2007, the Company terminated interest rate derivatives, at the same time the related debt was issued, with a notional value of $85 million at a gain of $3.0 million. The hedge cost will be amortized over a 10-year period. For the years 2007, 2006, and 2005, approximately $0.7 million, $0.4 million, and $0.3 million, respectively, of pre-tax losses were reclassified from other comprehensive income to interest expense. For 2008, pre-tax losses of approximately $0.7 million are expected to be reclassified from other comprehensive income to interest expense. The Company has net losses that are being amortized through 2017.
7. COMMITMENTS
Construction Program
The Company is engaged in a continuous construction program, the cost of which is currently estimated to total $410 million in 2008, $426 million in 2009, and $245 million in 2010. The construction program is subject to periodic review and revision, and actual construction costs may vary from the above estimates because of numerous factors. These factors include changes in business conditions; acquisition of additional generating assets; revised load growth estimates; changes in environmental regulations; changes in FERC rules and regulations; increasing costs of labor, equipment, and materials; and cost of capital. At December 31, 2007, significant purchase commitments were outstanding in connection with the ongoing construction program.
Included in the amounts above are $317 million in 2008, $301 million in 2009, and $134 million in 2010 for environmental expenditures. The Company does not have any new generating capacity under construction. Construction of new transmission and distribution facilities and other capital improvements, including those needed to meet environmental standards for the Company’s existing generation, transmission, and distribution facilities, are ongoing.
Long-Term Service Agreements
The Company has a Long-Term Service Agreement (LTSA) with General Electric (GE) for the purpose of securing maintenance support for combined cycle generating facility. The LTSA provides that GE will perform all planned inspections on the covered equipment, which generally includes the cost of all labor and materials. GE is also obligated to cover the costs of unplanned maintenance on the covered equipment subject to limits and scope specified in the LTSA.
In general, the LTSA is in effect through two major inspection cycles of the unit. Scheduled payments to GE, which are subject to price escalation, are made at various intervals based on actual operating hours of the unit. Total remaining payments to GE under the LTSA for facilities owned are currently estimated at $69.0 million over the remaining life of the LTSA, which is currently estimated to be up to 9 years. However, the LTSA contains various cancellation provisions at the option of the Company.
Payments made under the LTSA prior to the performance of any planned inspections are recorded as prepayments. These amounts are included in Current Assets and Deferred Charges and Other Assets in the balance sheets. Inspection costs are capitalized or charged to expense based on the nature of the work performed.
Limestone Commitments
As part of the Company’s program to reduce sulfur dioxide emissions from certain of its coal plants, the Company is constructing certain equipment and has entered into various long-term commitments for the procurement of limestone to be used in such equipment. Contracts are structured with tonnage minimums and maximums in order to account for changes in coal burn and sulfur content. The Company has a minimum contractual obligation of 0.8 million tons equating to approximately $63.8 million through 2019. Estimated expenditures over the next five years are none in 2008 and 2009, $5.7 million in 2010, $5.8 million in 2011, and $6.0 million in 2012. Limestone costs are expected to be recovered through the environmental cost recovery clause.

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Gulf Power Company 2007 Annual Report
Fuel and Purchased Power Commitments
To supply a portion of the fuel requirements of the generating plants, the Company has entered into various long-term commitments for the procurement of fossil fuel. In most cases, these contracts contain provisions for price escalations, minimum purchase levels, and other financial commitments. Coal commitments include forward contract purchases for sulfur dioxide emission allowances. Natural gas purchase commitments contain fixed volumes with prices based on various indices at the time of delivery. Amounts included in the chart below represent estimates based on New York Mercantile Exchange future prices at December 31, 2007. Also, the Company has entered into various long-term commitments for the purchase of capacity and electricity.
Total estimated minimum long-term obligations at December 31, 2007 were as follows:
                         
    Commitments
    Purchased Power*   Natural Gas   Coal
    (in thousands)
2008
  $     $ 116,163     $ 221,177  
2009
    23,832       101,442       100,266  
2010
    26,811       52,498       63,884  
2011
    26,861       20,298        
2012
    26,927       20,320        
2013 and thereafter
    30,988       169,540        
 
Total
  $ 135,419     $ 480,261     $ 385,327  
 
 
*   Included above is $76 million in obligations with affiliated companies.
Additional commitments for fuel will be required to supply the Company’s future needs.
SCS may enter into various types of wholesale energy and natural gas contracts acting as an agent for the Company and all of the other Southern Company traditional operating companies and Southern Power. Under these agreements, each of the traditional operating companies and Southern Power may be jointly and severally liable. The creditworthiness of Southern Power is currently inferior to the creditworthiness of the traditional operating companies. Accordingly, Southern Company has entered into keep-well agreements with the Company and each of the other traditional operating companies to ensure the Company will not subsidize or be responsible for any costs, losses, liabilities, or damages resulting from the inclusion of Southern Power as a contracting party under these agreements.
Operating Leases
The Company has operating lease agreements with various terms and expiration dates. Total operating lease expenses were $4.7 million, $4.9 million, and $3.0 million, for 2007, 2006, and 2005, respectively. Included in these lease expenses are railcar lease costs which are charged to fuel inventory and are allocated to fuel expense as the fuel is used. These expenses are then recovered through the Company’s fuel cost recovery clause. The Company’s share of the lease costs charged to fuel inventories was $4.4 million in 2007, $4.6 million in 2006, and $3.0 million in 2005. The Company includes any step rents, escalations, and lease concessions in its computation of minimum lease payments, which are recognized on a straight-line basis over the minimum lease term.
At December 31, 2007, estimated minimum rental commitments for noncancelable operating leases were as follows:
                         
    Minimum Lease Payments
    Rail Cars   Other   Total
    (in thousands)
2008
  $ 3,049     $ 339     $ 3,388  
2009
    1,913       251       2,164  
2010
    1,912       128       2,040  
2011
    553             553  
2012
    561             561  
2013 and thereafter
    2,793             2,793  
 
Total
  $ 10,781     $ 718     $ 11,499  
 

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Gulf Power Company 2007 Annual Report
The Company and Mississippi Power jointly entered into operating lease agreements for aluminum railcars for the transportation of coal to Plant Daniel. The Company has the option to purchase the railcars at the greater of lease termination value or fair market value or to renew the leases at the end of each lease term. The Company and Mississippi Power also have separate lease agreements for other railcars that do not include purchase options.
In addition to railcar leases, the Company has other operating leases for fuel handling equipment at Plant Daniel. The Company’s share of these leases was charged to fuel handling expense in the amount of $0.3 million in 2007. The Company’s annual lease payments for 2008 to 2010 will average approximately $0.2 million.
8. STOCK OPTION PLAN
Southern Company provides non-qualified stock options to a large segment of the Company’s employees ranging from line management to executives. As of December 31, 2007, there were 289 current and former employees of the Company participating in the stock option plan. The maximum number of shares of Southern Company common stock that may be issued under this plan may not exceed 40 million. The prices of options granted to date have been at the fair market value of the shares on the dates of grant. Options granted to date become exercisable pro rata over a maximum period of three years from the date of grant. The Company generally recognizes stock option expense on a straight-line basis over the vesting period which equates to the requisite service period; however, for employees who are eligible for retirement the total cost is expensed at the grant date. Options outstanding will expire no later than 10 years after the date of grant, unless terminated earlier by the Southern Company Board of Directors in accordance with the stock option plan. For certain stock option awards a change in control will provide accelerated vesting.
The Company’s activity in the stock option plan for 2007 is summarized below:
                 
    Shares Subject   Weighted Average
    to Option   Exercise Price
Outstanding at December 31, 2006
    1,198,521     $ 28.77  
Granted
    257,967       36.42  
Exercised
    (229,584 )     25.41  
Cancelled
    (1,549 )     32.76  
 
Outstanding at December 31, 2007
    1,225,355     $ 31.01  
 
Exercisable at December 31, 2007
    787,812     $ 28.78  
 
The number of stock options vested, and expected to vest in the future, as of December 31, 2007 was not significantly different from the number of stock options outstanding at December 31, 2007 as stated above. As of December 31, 2007, the weighted average remaining contractual term for the options outstanding and options exercisable was 6.4 years and 5.2 years, respectively, and the aggregate intrinsic value for the options outstanding and options exercisable was $9.5 million and $7.9 million, respectively.
As of December 31, 2007, there was $0.5 million of total unrecognized compensation cost related to stock option awards not yet vested. That cost is expected to be recognized over a weighted average period of approximately 10 months.
The total intrinsic value of options exercised during the years ended December 31, 2007, 2006, and 2005 was $3.0 million, $1.6 million, and $4.4 million, respectively. The actual tax benefit realized by the Company for the tax deductions from stock option exercises for the years ended December 31, 2007, 2006, and 2005 totaled $1.1 million, $0.6 million, and $1.7 million, respectively.

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Gulf Power Company 2007 Annual Report
9. QUARTERLY FINANCIAL INFORMATION (UNAUDITED)
Summarized quarterly financial data for 2007 and 2006 are as follows:
                         
                    Net Income After
    Operating   Operating   Dividends on
Quarter Ended   Revenues   Income   Preference Stock
    (in thousands)
March 2007
  $ 296,233     $ 40,775     $ 18,863  
June 2007
    298,394       45,017       21,275  
September 2007
    376,556       64,999       34,163  
December 2007
    288,625       25,125       9,817  
 
March 2006
  $ 263,042     $ 31,079     $ 12,402  
June 2006
    292,722       47,062       22,038  
September 2006
    373,030       66,511       34,577  
December 2006
    275,120       22,020       6,972  
 
The Company’s business is influenced by seasonal weather conditions.

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SELECTED FINANCIAL AND OPERATING DATA 2003-2007
Gulf Power Company 2007 Annual Report
                                         
    2007     2006     2005     2004     2003  
 
Operating Revenues (in thousands)
  $ 1,259,808     $ 1,203,914     $ 1,083,622     $ 960,131     $ 877,697  
Net Income after Dividends on Preferred and Preference Stock (in thousands)
  $ 84,118     $ 75,989     $ 75,209     $ 68,223     $ 69,010  
Cash Dividends on Common Stock (in thousands)
  $ 74,100     $ 70,300     $ 68,400     $ 70,000     $ 70,200  
Return on Average Common Equity (percent)
    12.32       12.29       12.59       11.83       12.42  
Total Assets (in thousands)
  $ 2,498,987     $ 2,340,489     $ 2,175,797     $ 2,111,877     $ 1,839,053  
Gross Property Additions (in thousands)
  $ 239,337     $ 147,086     $ 142,583     $ 161,205     $ 99,284  
 
Capitalization (in thousands):
                                       
Common stock equity
  $ 731,255     $ 634,023     $ 602,344     $ 592,172     $ 561,358  
Preferred and preference stock
    97,998       53,887       53,891       4,098       4,236  
Mandatorily redeemable preferred securities
                            70,000  
Long-term debt
    740,050       696,098       616,554       623,155       515,827  
 
Total (excluding amounts due within one year)
  $ 1,569,303     $ 1,384,008     $ 1,272,789     $ 1,219,425     $ 1,151,421  
 
Capitalization Ratios (percent):
                                       
Common stock equity
    46.6       45.8       47.3       48.6       48.8  
Preferred and preference stock
    6.2       3.9       4.2       0.3       0.4  
Mandatorily redeemable preferred securities
                            6.1  
Long-term debt
    47.2       50.3       48.5       51.1       44.7  
 
Total (excluding amounts due within one year)
    100.0       100.0       100.0       100.0       100.0  
 
Security Ratings:
                                       
First Mortgage Bonds -
                                       
Moody’s
                A1       A1       A1  
Standard and Poor’s
                A+       A+       A+  
Fitch
                A+       A+       A+  
Preferred Stock/ Preference Stock -
                                       
Moody’s
  Baa1   Baa1   Baa1   Baa1   Baa1
Standard and Poor’s
  BBB+   BBB+   BBB+   BBB+   BBB+
Fitch
    A-       A-       A-       A-       A-  
Unsecured Long-Term Debt -
                                       
Moody’s
    A2       A2       A2       A2       A2  
Standard and Poor’s
    A       A       A       A       A  
Fitch
    A       A       A       A       A  
 
Customers (year-end):
                                       
Residential
    373,036       364,647       354,466       343,151       341,935  
Commercial
    53,838       53,466       53,398       51,865       51,169  
Industrial
    298       295       298       285       285  
Other
    491       484       479       473       473  
 
Total
    427,663       418,892       408,641       395,774       393,862  
 
Employees (year-end)
    1,324       1,321       1,335       1,336       1,337  
 

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SELECTED FINANCIAL AND OPERATING DATA 2003-2007 (continued)
Gulf Power Company 2007 Annual Report
                                         
    2007     2006     2005     2004     2003  
 
Operating Revenues (in thousands):
                                       
Residential
  $ 537,668     $ 510,995     $ 465,346     $ 401,382     $ 381,464  
Commercial
    329,651       305,049       273,114       232,928       218,928  
Industrial
    135,179       132,339       123,044       99,420       95,702  
Other
    3,831       3,655       3,355       3,140       3,080  
 
Total retail
    1,006,329       952,038       864,859       736,870       699,174  
Wholesale — non-affiliates
    83,514       87,142       84,346       73,537       76,767  
Wholesale — affiliates
    113,178       118,097       91,352       110,264       63,268  
 
Total revenues from sales of electricity
    1,203,021       1,157,277       1,040,557       920,671       839,209  
Other revenues
    56,787       46,637       43,065       39,460       38,488  
 
Total
  $ 1,259,808     $ 1,203,914     $ 1,083,622     $ 960,131     $ 877,697  
 
Kilowatt-Hour Sales (in thousands):
                                       
Residential
    5,477,111       5,425,491       5,319,630       5,215,332       5,101,099  
Commercial
    3,970,892       3,843,064       3,735,776       3,695,471       3,614,255  
Industrial
    2,048,389       2,136,439       2,160,760       2,113,027       2,146,956  
Other
    24,496       23,886       22,730       22,579       22,479  
 
Total retail
    11,520,888       11,428,880       11,238,896       11,046,409       10,884,789  
Sales for resale — non-affiliates
    2,227,026       2,079,165       2,295,850       2,256,942       2,504,211  
Sales for resale — affiliates
    2,884,440       2,937,735       1,976,368       3,124,788       2,438,874  
 
Total
    16,632,354       16,445,780       15,511,114       16,428,139       15,827,874  
 
Average Revenue Per Kilowatt-Hour (cents):
                                       
Residential
    9.82       9.42       8.75       7.70       7.48  
Commercial
    8.30       7.94       7.31       6.30       6.06  
Industrial
    6.60       6.19       5.69       4.71       4.46  
Total retail
    8.73       8.33       7.70       6.67       6.42  
Wholesale
    3.85       4.09       4.11       3.42       2.83  
Total sales
    7.23       7.04       6.71       5.60       5.30  
Residential Average Annual Kilowatt-Hour Use Per Customer
    14,755       15,032       15,181       15,096       15,064  
Residential Average Annual Revenue Per Customer
  $ 1,448     $ 1,416     $ 1,328     $ 1,162     $ 1,126  
Plant Nameplate Capacity Ratings (year-end) (megawatts)
    2,659       2,659       2,712       2,712       2,786  
Maximum Peak-Hour Demand (megawatts):
                                       
Winter
    2,215       2,195       2,124       2,061       2,494  
Summer
    2,626       2,479       2,433       2,421       2,269  
Annual Load Factor (percent)
    55.0       57.9       57.7       57.1       54.6  
Plant Availability Fossil-Steam (percent)
    93.4       91.3       89.7       92.4       90.7  
 
Source of Energy Supply (percent):
                                       
Coal
    81.8       82.5       79.7       77.9       78.7  
Gas
    13.6       12.4       13.1       14.4       11.9  
Purchased power -
                                       
From non-affiliates
    1.6       1.9       2.8       4.5       3.2  
From affiliates
    3.0       3.2       4.4       3.2       6.2  
 
Total
    100.0       100.0       100.0       100.0       100.0  
 

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MISSISSIPPI POWER COMPANY
FINANCIAL SECTION

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MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Mississippi Power Company 2007 Annual Report
The management of Mississippi Power Company (the “Company”) is responsible for establishing and maintaining an adequate system of internal control over financial reporting as required by the Sarbanes-Oxley Act of 2002 and as defined in Exchange Act Rule 13a-15(f). A control system can provide only reasonable, not absolute, assurance that the objectives of the control system are met.
Under management’s supervision, an evaluation of the design and effectiveness of the Company’s internal control over financial reporting was conducted based on the framework in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management concluded that the Company’s internal control over financial reporting was effective as of December 31, 2007.
This Annual Report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s independent registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this Annual Report.
/s/ Anthony J. Topazi
Anthony J. Topazi
President and Chief Executive Officer
/s/ Frances V. Turnage
Frances V. Turnage
Vice President, Treasurer, and Chief Financial Officer
February 25, 2008

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Mississippi Power Company
We have audited the accompanying balance sheets and statements of capitalization of Mississippi Power Company (the “Company”) (a wholly owned subsidiary of Southern Company) as of December 31, 2007 and 2006, and the related statements of income, comprehensive income, common stockholder’s equity, and cash flows for each of the three years in the period ended December 31, 2007. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such financial statements (pages II-310 to II-342) present fairly, in all material respects, the financial position of Mississippi Power Company at December 31, 2007 and 2006, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2007, in conformity with accounting principles generally accepted in the United States of America.
As discussed in Note 2 to the financial statements, in 2006 the Company changed its method of accounting for the funded status of defined benefit pension and other postretirement plans.
/s/ Deloitte & Touche LLP
Atlanta, Georgia
February 25, 2008

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Mississippi Power Company 2007 Annual Report
OVERVIEW
Business Activities
Mississippi Power Company (Company) operates as a vertically integrated utility providing electricity to retail customers within its traditional service area located within the State of Mississippi and to wholesale customers in the Southeast.
Many factors affect the opportunities, challenges, and risks of the Company’s business of selling electricity. These factors include the ability to maintain a stable regulatory environment, to achieve energy sales growth, and to effectively manage and secure timely recovery of rising costs. The Company has various regulatory mechanisms that operate to address cost recovery. Since 2005, the Company has completed a number of regulatory proceedings that provide for the timely recovery of costs.
Appropriately balancing required costs and capital expenditures with reasonable retail rates will continue to challenge the Company for the foreseeable future. Hurricane Katrina, the worst natural disaster in the Company’s history, hit the Gulf Coast of Mississippi in August 2005, causing substantial damage to the Company’s service territory. All of the Company’s 195,000 customers were without service immediately after the storm. Through a coordinated effort with Southern Company, as well as non-affiliated companies, the Company restored power to all who could receive it within 12 days. However, due to obstacles in the rebuilding process, the Company has over 9,000 fewer retail customers as of December 31, 2007 as compared to pre-storm levels. In 2006, the Company received from the Mississippi Development Authority (MDA) a Community Development Block Grant (CDBG) in the amount of $276.4 million for costs related to Hurricane Katrina, of which $267.6 million was for the retail portion of the Hurricane Katrina restoration costs. In 2007, the Company received $109.3 million of storm restoration bond proceeds under the state bond program of which $25.2 million was for retail storm restoration cost, $60.0 million was to increase the Company’s retail property damage reserve, and $24.1 million was to cover the retail portion of construction of a new storm operations center.
The Company’s retail base rates are set under the Performance Evaluation Plan (PEP), a rate plan approved by the Mississippi Public Service Commission (PSC). PEP was designed with the objective to reduce the impact of rate changes on the customer and provide incentives for the Company to keep customer prices low and customer satisfaction and reliability high.
In December 2007, the Company made its annual PEP filing for the projected 2008 test period, resulting in a rate increase of 1.983% or $15.5 million annually, effective January 2008. See Note 3 to the financial statements under “Retail Regulatory Matters — Performance Evaluation Plan” for more information on PEP.
Key Performance Indicators
In striving to maximize shareholder value while providing cost effective energy to customers, the Company continues to focus on several key indicators. These indicators are used to measure the Company’s performance for customers and employees.
Recognizing the critical role in the Company’s success played by the Company’s employees, employee-related measures are a significant management focus. These measures include safety and inclusion. The 2007 safety performance of the Company was the second best in the history of the Company with an Occupational Safety and Health Administration Incidence Rate of 0.62. This achievement resulted in the Company being recognized as one of the top in safety performance among all utilities in the Southeastern Electric Exchange. Inclusion initiatives resulted in performance above target for the year. In recognition that the Company’s long-term financial success is dependent upon how well it satisfies its customers’ needs, the Company’s retail base rate mechanism, PEP, includes performance indicators that directly tie customer service indicators to the Company’s allowed return. PEP measures the Company’s performance on a 10-point scale as a weighted average of results in three areas: average customer price, as compared to prices of other regional utilities (weighted at 40%); service reliability, measured in outage minutes per customer (40%); and customer satisfaction, measured in a survey of residential customers (20%). See Note 3 to the financial statements under “Retail Regulatory Matters — Performance Evaluation Plan” for more information on PEP.
In addition to the PEP performance indicators, the Company focuses on other performance measures, including broader measures of customer satisfaction, plant availability, system reliability, and net income. The Company’s financial success is directly tied to the satisfaction of its customers. Management uses customer satisfaction surveys to evaluate the Company’s results. Peak season equivalent forced outage rate (Peak Season EFOR) is an indicator of plant availability and efficient generation fleet operations during the months when generation needs are greatest. The rate is calculated by dividing the number of hours of forced outages by total generation hours. Net income after dividends on preferred stock is the primary component of the Company’s contribution to Southern

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Mississippi Power Company 2007 Annual Report
Company’s earnings per share goal. The Company’s 2007 results compared with its targets for some of these key indicators are reflected in the following chart.
             
    2007   2007
    Target   Actual
Key Performance Indicator   Performance   Performance
 
           
Customer Satisfaction
  Top quartile in customer
surveys
  Top quartile
 
           
Peak Season EFOR
  3.0% or less     1.59 %
 
           
Net Income
  $84.3 million   $84.0 million
See RESULTS OF OPERATIONS herein for additional information on the Company’s financial performance. The financial performance achieved in 2007 reflects the continued emphasis that management places on all of these indicators, as well as the commitment shown by employees in achieving or exceeding management’s expectations.
Earnings
The Company’s net income after dividends on preferred stock was $84.0 million in 2007 compared to $82.0 million in 2006. The 2.4% increase in 2007 was primarily the result of a $21.3 million increase in territorial base revenues which was a result of a retail base rate increase effective April 1, 2006 and territorial sales growth, a $10.9 million increase in total other income and expense as a result of charitable contributions in 2006 and a gain on a contract termination approved by the Federal Energy Regulatory Commission (FERC) in 2007. These increases were partially offset by a $18.2 million increase in non-fuel related expenses and an $8.7 million increase in depreciation and amortization expenses primarily due to the amortization of a regulatory liability related to Plant Daniel capacity. See FUTURE EARNINGS POTENTIAL — “FERC and Mississippi PSC Matters — Retail Regulatory Matters” herein for additional information.
Net income after dividends on preferred stock of $82.0 million in 2006 increased when compared to $73.8 million in 2005 primarily as a result of a $25.9 million increase in retail base rates which became effective April 1, 2006, a $4.7 million increase in wholesale base revenues, and a $2.9 million decrease in non-fuel related expenses, partially offset by a $13.3 million increase in depreciation and amortization expenses due to the amortization of a regulatory liability related to Plant Daniel capacity and a depreciation rate increase effective January 1, 2006, an $8.6 million decrease in total other income and expense as a result of charitable contributions, and higher interest rates on long-term debt.
Net income after dividends on preferred stock of $73.8 million in 2005 decreased when compared to $76.8 million in 2004 primarily due to a $15.7 million decrease in retail base revenue due to the loss of customers as a result of Hurricane Katrina and a $2.5 million increase in non-fuel related expenses primarily resulting from increased employee benefit expenses, partially offset by a $5.8 million decrease in depreciation and amortization expenses due to the amortization of a regulatory liability related to Plant Daniel capacity, a $3.3 million increase in wholesale base revenues, a $1.2 million increase in other revenues, and a $2.0 million decrease in dividends on preferred stock as compared to 2004 resulting from the loss on redemption of preferred stock recognized in the third quarter 2004.

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MANAGEMENT’S DISCUSSION AND ANALYSIS (continued)
Mississippi Power Company 2007 Annual Report
RESULTS OF OPERATIONS
A condensed statement of income follows:
                                 
            Increase (Decrease)
    Amount   from Prior Year
 
    2007   2007   2006   2005
 
    (in millions)
Operating revenues
  $ 1,113.7     $ 104.5     $ 39.5     $ 59.4  
 
Fuel
    494.2       55.6       80.1       33.7  
Purchased power
    95.9       22.6       (70.2 )     36.7  
Other operations and maintenance
    255.2       18.6       (3.0 )     2.1  
Depreciation and amortization
    60.4       13.5       13.3       (5.8 )
Taxes other than income taxes
    60.3       (0.6 )     0.8       4.5  
 
Total operating expenses
    966.0       109.7       21.0       71.2  
 
Operating income
    147.7       (5.2 )     18.5       (11.8 )
Total other income and (expense)
    (10.2 )     10.9       (8.6 )     2.4  
Income taxes
    51.8       3.7       1.7       (4.3 )
 
Net income
    85.7       2.0       8.2       (5.1 )
Dividends on preferred stock
    1.7                   (2.1 )
 
Net income after dividends on preferred stock
  $ 84.0     $ 2.0     $ 8.2     $ (3.0 )
 
Operating Revenues
Details of the Company’s operating revenues in 2007 and the prior two years were as follows:
                         
            Amount    
 
    2007   2006   2005
 
    (in millions)
Retail — prior year
  $ 647.2     $ 618.9     $ 584.3  
Estimated change in —
Rates and pricing
    8.7       23.2       1.0  
Sales growth
    12.3       (5.2 )     (30.4 )
Weather
    (2.5 )     5.0       (1.6 )
Fuel and other cost recovery
    61.5       5.3       65.6  
 
Retail — current year
    727.2       647.2       618.9  
 
Wholesale revenues —
Non-affiliates
    323.1       268.8       283.4  
Affiliates
    46.2       76.4       50.4  
 
Total wholesale revenues
    369.3       345.2       333.8  
 
Other operating revenues
    17.2       16.8       17.0  
 
Total operating revenues
  $ 1,113.7     $ 1,009.2     $ 969.7  
 
Percent change
    10.4 %     4.1 %     6.5 %
 
Total retail revenues for 2007 increased 12.4% when compared to 2006 primarily as a result of an increase in territorial sales growth, a retail base rate increase effective April 1, 2006 and the Environmental Compliance Overview (ECO) Plan rate effective May 2007. Higher fuel costs also contributed to the increase. Total retail revenues for 2006 increased 4.6% when compared to 2005 primarily as a result of a retail base rate increase effective April 1, 2006. Higher fuel costs also contributed to the increase. Total retail revenues

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MANAGEMENT’S DISCUSSION AND ANALYSIS (continued)
Mississippi Power Company 2007 Annual Report
for 2005 increased 5.9% when compared to 2004 as a result of higher fuel revenue due to the increase in fuel cost. This increase in retail revenues was partially offset by reductions for the loss of customers in all major classes as a result of Hurricane Katrina.
Electric rates for the Company include provisions to adjust billings for fluctuations in fuel costs, including the energy component of purchased power costs. Under these provisions, fuel revenues generally equal fuel expenses, including the fuel component of purchased power, and do not affect net income. The fuel cost recovery and other revenues increased in 2007 when compared to 2006 as a result of higher fuel costs. In 2006, fuel cost recovery and other revenues increased as compared to 2005 as a result of higher fuel costs and an increase in kilowatt-hours (KWH) generated. During 2005, fuel cost recovery and other revenues increased as compared to 2004 due to higher fuel costs.
Wholesale revenues to non-affiliates are influenced by the non-affiliate utilities’ own customer demand, plant availability, and fuel costs. Wholesale revenues to non-affiliates increased $54.3 million, or 20.2%, in 2007 as compared to 2006 as a result of a $51.5 million increase in energy revenues, of which $32.0 million was associated with increased sales and $19.5 million was associated with higher fuel prices, and a $2.8 million increase in capacity revenues. In 2006, wholesale revenues to non-affiliates decreased $14.6 million, or 5.1%, compared to 2005. This decrease resulted from a $14.7 million decrease in energy revenues, of which $10.1 million was associated with decreased sales and $4.6 million was associated with lower fuel prices. Wholesale revenues to non-affiliates increased in 2005 by $17.5 million, or 6.6%, compared to 2004. This increase primarily resulted from an increase in price per KWH resulting from higher fuel costs.
Included in wholesale revenues to non-affiliates are revenues from rural electric cooperative associations and municipalities located in southeastern Mississippi. Compared to the prior year, KWH sales to these utilities increased 4.3% in 2007 due to growth in the service territory, increased 8.9% in 2006 compared to 2005 due to growth in the service territory and recovery from Hurricane Katrina in 2006, and decreased 5.0% in 2005 compared to 2004 due to Hurricane Katrina. The related revenues increased 12.6%, 7.1%, and 16.2%, in 2007, 2006, and 2005, respectively. The customer demand experienced by these utilities is determined by factors very similar to those experienced by the Company. On February 15, 2008, the Company received notice of termination of an approximately 100 MW territorial wholesale market based contract effective March 31, 2011. This termination is estimated to reduce the Company’s annual territorial wholesale base revenues by approximately $12 million.
Short-term opportunity energy sales are also included in sales for resale to non-affiliates. These opportunity sales are made at market-based rates that generally provide a margin above the Company’s variable cost to produce the energy. KWH sales to non-territorial customers increased 41.0% compared to 2006 primarily due to more off-system sales resulting from increased system generation.
Wholesale revenues from sales to affiliated companies within the Southern Company system will vary from year to year depending on demand and the availability and cost of generating resources at each company. These affiliated sales and purchases are made in accordance with the Intercompany Interchange Contract (IIC), as approved by the FERC. Wholesale revenues from sales to affiliated companies decreased 39.5% in 2007, when compared to 2006, increased 51.6% in 2006, when compared to 2005, and increased 13.8% in 2005, when compared to 2004. These energy sales do not have a significant impact on earnings since the energy is generally sold at marginal cost.

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MANAGEMENT’S DISCUSSION AND ANALYSIS (continued)
Mississippi Power Company 2007 Annual Report
Energy Sales
Changes in revenues are influenced heavily by the change in the volume of energy sold from year to year. KWH sales for 2007 and percent change by year were as follows:
                                 
    KWHs   Percent Change
    2007   2007   2006   2005
 
    (in millions)                        
Residential
    2,135       0.8 %     (2.8 )%     (5.1 )%
Commercial
    2,876       7.5       (1.8 )     (8.2 )
Industrial
    4,318       4.2       9.1       (10.3 )
Other
    39       4.9       (2.5 )     (5.8 )
 
Total retail
    9,368       4.4       2.7       (8.4 )
 
Wholesale
                               
Non-affiliated
    5,186       12.1       (3.9 )     (20.2 )
Affiliated
    1,026       (38.9 )     87.4       (14.9 )
 
Total wholesale
    6,212       (1.5 )     10.4       (19.4 )
 
Total energy sales
    15,580       2.0       5.7       (13.1 )
 
Total retail KWH sales increased in 2007 when compared to 2006 due to continuing restoration of customers lost after Hurricane Katrina. Total retail KWH sales increased in 2006 when compared to 2005 due to restoration of customers lost after Hurricane Katrina in 2005. Total retail KWH sales decreased in 2005 when compared to 2004 as the result of the loss of customers following Hurricane Katrina.
Fuel and Purchased Power Expenses
Fuel costs constitute the single largest expense for the Company. The mix of fuel sources for generation of electricity is determined primarily by demand, the unit cost of fuel consumed, and the availability of generating units. Additionally, the Company purchases a portion of its electricity needs from the wholesale market. Details of the Company’s electricity generated and purchased were as follows:
                         
    2007   2006   2005
 
Total generation (millions of KWHs)
    14,119       14,224       12,499  
Total purchased power (millions of KWHs)
    2,084       1,718       2,637  
 
Sources of generation (percent)
                       
Coal
    69       71       70  
Gas
    31       29       30  
 
Cost of fuel, generated (cents per net KWH)
                       
Coal
    2.92       2.52       2.24  
Gas
    6.25       6.04       5.94  
 
Average cost of fuel, generated (cents per net KWH)
    3.78       3.34       3.11  
Average cost of purchased power (cents per net KWH)
    4.60       4.26       5.44  
 
Fuel and purchased power expenses were $590.1 million in 2007, an increase of $78.3 million, or 15.3%, above the prior year costs. This increase was primarily due to a $63.8 million increase in the cost of fuel and purchased power and a $14.5 million increase related to total KWHs generated and purchased. In 2006, fuel and purchased power expenses were $511.9 million, an increase of $9.8 million, or 2.0%, above the prior year costs. This increase was primarily due to an increase of $9.7 million in the cost of fuel and purchased power. Fuel and purchased power expenses in 2005 were $502.1 million, an increase of $70.4 million, or 16.3%, above the prior year costs. This increase was the result of a $127.6 million increase in the cost of fuel and purchased power and a $57.2 million decrease related to total KWHs generated and purchased.

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MANAGEMENT’S DISCUSSION AND ANALYSIS (continued)
Mississippi Power Company 2007 Annual Report
Fuel expense increased $55.6 million in 2007 as compared to 2006. Approximately $56.8 million in additional fuel expenses resulted from higher coal, gas, transportation prices, and emission allowances, which were partially offset by a $1.2 million decrease in generation from Mississippi Power-owned facilities. Fuel expense increased $80.1 million in 2006 as compared to 2005 as a result of increases in fuel costs and an increase in generation. This increase in fuel expense is due to a $30.0 million increase in the cost of fuel due to higher coal, gas, transportation, and emission allowance prices and a $50.0 million increase related to more KWHs generated. Fuel expense increased $33.7 million in 2005 as compared to 2004. Approximately $71 million in additional fuel expenses resulted from higher coal, gas, transportation prices, and emission allowances, which were partially offset by a $36 million decrease resulting from unit outages that reduced generation.
Purchased power expense increased $22.6 million, or 30.9%, in 2007 when compared to 2006. The increase was primarily due to an increase in the cost of purchased power and an increase in the amount of energy purchased which was partially due to a decrease in generation resulting from plant outages. Purchased power expense decreased $70.2 million, or 49%, in 2006 when compared to 2005. The decrease was primarily due to more generation being available to meet customer demand and a decrease in the cost of purchased power. In 2005, purchased power expense increased $36.7 million, or 34.4%, when compared to 2004. The increase is primarily the result of the reduction in generation due to the damage caused by Hurricane Katrina. Energy purchases vary from year to year depending on demand and the availability and cost of the Company’s generating resources. These expenses do not have a significant impact on earnings since the energy purchases are generally offset by energy revenues through the Company’s fuel cost recovery clause.
While there has been a significant upward trend in the cost of coal and natural gas since 2003, prices moderated somewhat in 2006 and 2007. Coal prices have been influenced by a worldwide increase in demand from developing countries, as well as increases in mining and fuel transportation costs. While demand for natural gas in the United States continued to increase in 2007, natural gas supplies have also risen due to increased production and higher storage levels.
Fuel expenses generally do not affect net income, since they are offset by fuel revenues under the Company’s fuel cost recovery clause. See FUTURE EARNINGS POTENTIAL — “PSC Matters — Fuel Cost Recovery” and Note 1 to the financial statements under “Fuel Costs” for additional information.
Other Operations and Maintenance Expenses
Total other operations and maintenance expenses increased $18.6 million from 2006 to 2007. Other operations expense increased $15.1 million, or 8.8%, in 2007 compared to 2006 primarily as a result of a $4.1 million increase in generation construction screening, a $3.3 million insurance recovery for storm restoration expense recognized in 2006, a $2.1 million increase in employee benefits primarily due to increase in medical expense, a $2.0 million increase in outside and other contract services, and a $2.0 million increase in scheduled production projects. Maintenance expense increased $3.5 million, or 5.2%, in 2007 when compared to 2006, primarily as a result of a $5.5 million increase in generation maintenance expense primarily due to outage work in 2007, partially offset by a $2.0 million decrease in transmission and distribution maintenance expenses due primarily to the deferral of these expenses pursuant to the regulatory accounting order from the Mississippi PSC.
In 2006, total other operations and maintenance expenses decreased $3.0 million compared to 2005. Other operations expense increased $1.9 million, or 1.1%, in 2006 compared to 2005 primarily as a result of a $1.8 million increase in distribution operations expense and a $1.5 million increase in employee benefit expenses, partially offset by a $1.0 million decrease in bad debt expense. Maintenance expense decreased $4.9 million, or 6.8%, in 2006, primarily due to the $3.4 million accrual of certain expenses arising from Hurricane Katrina related to the wholesale portion of the business in 2005 and the $2.8 million partial recovery of these expenses from the CDBG in 2006, partially offset by a $0.5 million increase in 2006 due to the increased operation of combined cycle units as gas costs decreased in 2006 when compared to 2005.
In 2005, total other operations and maintenance expenses increased $2.1 million compared to 2004. In 2005, other operations expense increased $7.9 million, or 4.9%, compared to 2004 primarily as a result of a $5.2 million increase in employee benefit expenses, a $1.7 million increase in rent expense on the Plant Daniel combined cycle lease, and higher bad debt expense of $1.0 million primarily resulting from Hurricane Katrina. In 2005, maintenance expense decreased $5.7 million, or 7.5%, over the prior year, primarily as a result of a $1.1 million decrease in the operation of combined cycle units due to higher gas prices in 2005 when compared to 2004 and a $4.5 million decrease in maintenance expense associated with changes in scheduled maintenance as a result of restoration efforts.
See FINANCIAL CONDITION AND LIQUIDITY — “Off-Balance Sheet Financing Arrangements” and Notes 3 and 7 to the financial statements under “Retail Regulatory Matters — Performance Evaluation Plan” and “Operating Leases — Plant Daniel Combined Cycle

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MANAGEMENT’S DISCUSSION AND ANALYSIS (continued)
Mississippi Power Company 2007 Annual Report
Generating Units,” respectively, for additional information. See FUTURE EARNINGS POTENTIAL — “PSC Matters — Storm Damage Cost Recovery” herein and Note 3 to the financial statements under “Retail Regulatory Matters — Storm Damage Cost Recovery” for additional information. See Note 7 to the financial statements under “Long-Term Service Agreements” for further information.
Depreciation and Amortization
Depreciation and amortization expenses increased $13.5 million in 2007 compared to 2006 due to a regulatory liability recorded in 2003 in connection with the Mississippi PSC’s accounting order on Plant Daniel capacity and an increase in amortization of environmental costs related to the approved ECO Plan. Depreciation and amortization expenses increased $13.3 million in 2006 compared to 2005 due to amortization related to a regulatory liability recorded in 2003 in connection with the Mississippi PSC’s accounting order on Plant Daniel capacity and the impact of a new depreciation study effective January 1, 2006. Depreciation and amortization expenses decreased $5.8 million in 2005 as compared to the prior year primarily as a result of amortization related to a regulatory liability recorded in 2003 in connection with the Mississippi PSC’s accounting order on the Plant Daniel capacity. See Note 3 under “Retail Regulatory Matters — Performance Evaluation Plan” and “Environmental Compliance Overview Plan” for additional information.
Taxes Other than Income Taxes
Taxes other than income taxes decreased 0.9% in 2007 compared to 2006 primarily as a result of a $2.0 million decrease in ad valorem taxes, partially offset by a $1.5 million increase in municipal franchise taxes. In 2006, taxes other than income taxes increased 1.4% over the prior year primarily as a result of a $0.5 million increase in ad valorem taxes and a $0.3 million increase in municipal franchise taxes. Taxes other than income taxes increased 8.1% in 2005 as compared to 2004 primarily due to a $2.9 million increase in ad valorem taxes and a $1.1 million increase in municipal franchise taxes. The retail portion of the increase in ad valorem taxes is recoverable under the Company’s ad valorem tax cost recovery clause and, therefore, does not affect net income. The increase in municipal franchise taxes is directly related to the increase in total retail revenues.
Total Other Income and (Expense)
The $10.9 million increase in total other income and expense in 2007 compared to 2006 is primarily due to higher charitable contributions in 2006 as compared to 2007 and a gain on a contract termination approved by the FERC in 2007. The $8.6 million decrease in total other income and expense in 2006 compared to 2005 is primarily due to charitable contributions and higher interest rates on long-term debt. In 2005, the increases in total other income and expense compared to 2004 are due to a reversal, as a result of changes in the legal and regulatory environment, of a $2.5 million liability originally recorded for the potential assessment of interest associated with a customer advance. This amount was partially offset by expenses related to recovery from Hurricane Katrina.
Effects of Inflation
The Company is subject to rate regulation that is based on the recovery of costs. PEP is based on annual projected costs, including estimates for inflation. When historical costs are included, or when inflation exceeds projected costs used in rate regulation or market- based prices, the effects of inflation can create an economic loss since the recovery of costs could be in dollars that have less purchasing power. In addition, the income tax laws are based on historical costs. The inflation rate has been relatively low in recent years and any adverse effect of inflation on the Company has not been significant.
FUTURE EARNINGS POTENTIAL
General
The Company operates as a vertically integrated utility providing electricity to retail customers within its traditional service area located in southeast Mississippi and wholesale customers in the southeastern United States. Prices for electricity provided by the Company to retail customers are set by the Mississippi PSC under cost-based regulatory principles. Retail rates and earnings are reviewed and may be adjusted periodically within certain limitations. Prices for wholesale electricity sales, interconnecting transmission lines and the exchange of electric power are regulated by the FERC. See ACCOUNTING POLICIES — “Application of Critical Accounting Policies and Estimates — Electric Utility Regulation” herein and Note 3 to the financial statements under “FERC Matters” and “Retail Regulatory Matters” for additional information about regulatory matters.

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MANAGEMENT’S DISCUSSION AND ANALYSIS (continued)
Mississippi Power Company 2007 Annual Report
The results of operations for the past three years are not necessarily indicative of future earnings potential. The level of the Company’s future earnings depends on numerous factors that affect the opportunities, challenges and risks of the Company’s business of selling electricity. These factors include the ability of the Company to maintain a stable regulatory environment that continues to allow for the recovery of all prudently incurred costs during a time of increasing costs. Future earnings in the near term will depend, in part, upon growth in energy sales, which is subject to a number of factors. These factors include weather, competition, new energy contracts with neighboring utilities, energy conservation practiced by customers, the price of electricity, the price elasticity of demand, and the rate of economic growth in the Company’s service area in the aftermath of Hurricane Katrina.
Environmental Matters
Compliance costs related to the Clean Air Act and other environmental statutes and regulations could affect earnings if such costs cannot continue to be fully recovered in rates on a timely basis. Environmental compliance spending over the next several years may exceed amounts estimated. Some of the factors driving the potential for such an increase are higher commodity costs, market demand for labor, and scope additions and clarifications. The timing, specific requirements, and estimated costs could also change as environmental statutes and regulations are adopted or modified. See Note 3 to the financial statements under “Environmental Matters” for additional information.
New Source Review Actions
In November 1999, the Environmental Protection Agency (EPA) brought a civil action in the U.S. District Court for the Northern District of Georgia against certain Southern Company subsidiaries, including Alabama Power and Georgia Power, alleging that these subsidiaries had violated the New Source Review (NSR) provisions of the Clean Air Act and related state laws at certain coal-fired generating facilities. Through subsequent amendments and other legal procedures, the EPA filed a separate action in January 2001 against Alabama Power in the U.S. District Court for the Northern District of Alabama after Alabama Power was dismissed from the original action. In these lawsuits, the EPA alleged that NSR violations occurred at eight coal-fired generating facilities operated by Alabama Power and Georgia Power, including one co-owned by the Company. The civil actions request penalties and injunctive relief, including an order requiring the installation of the best available control technology at the affected units. The action against Georgia Power has been administratively closed since the spring of 2001, and the case has not been reopened.
In June 2006, the U.S. District Court for the Northern District of Alabama entered a consent decree between Alabama Power and the EPA, resolving the alleged NSR violations at Plant Miller. The consent decree required Alabama Power to pay $100,000 to resolve the government’s claim for a civil penalty and to donate $4.9 million of sulfur dioxide emission allowances to a nonprofit charitable organization and formalized specific emissions reductions to be accomplished by Alabama Power, consistent with other Clean Air Act programs that require emissions reductions. In August 2006, the district court in Alabama granted Alabama Power’s motion for summary judgment and entered final judgment in favor of Alabama Power on the EPA’s claims related to all of the remaining plants: Plants Barry, Gaston, Gorgas, and Greene County.
The plaintiffs appealed the district court’s decision to the U.S. Court of Appeals for the Eleventh Circuit, and the appeal was stayed by the Appeals Court pending the U.S. Supreme Court’s decision in a similar case against Duke Energy. The Supreme Court issued its decision in the Duke Energy case in April 2007. On October 5, 2007, the U.S. District Court for the Northern District of Alabama issued an order in the Alabama Power case indicating a willingness to re-evaluate its previous decision in light of the Supreme Court’s Duke Energy opinion. On December 21, 2007, the Eleventh Circuit vacated the district court’s decision in the Alabama Power case and remanded the case back to the district court for consideration of the legal issues in light of the Supreme Court’s decision in the Duke Energy case.
The Company believes it complied with applicable laws and the EPA regulations and interpretations in effect at the time the work in question took place. The Clean Air Act authorizes maximum civil penalties of $25,000 to $32,500 per day, per violation at each generating unit, depending on the date of the alleged violation. An adverse outcome in either of these cases could require substantial capital expenditures or affect the timing of currently budgeted capital expenditures that cannot be determined at this time and could possibly require payment of substantial penalties. Such expenditures could affect future results of operations, cash flows, and financial condition if such costs are not recovered through regulated rates.
The EPA has issued a series of proposed and final revisions to its NSR regulations under the Clean Air Act, many of which have been subject to legal challenges by environmental groups and states. In June 2005, the U.S. Court of Appeals for the District of Columbia Circuit upheld, in part, the EPA’s revisions to NSR regulations that were issued in December 2002 but vacated portions of those revisions addressing the exclusion of certain pollution control projects. These regulatory revisions have been adopted by the State of

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Mississippi. In March 2006, the U.S. Court of Appeals for the District of Columbia Circuit also vacated an EPA rule which sought to clarify the scope of the existing routine maintenance, repair, and replacement exclusion. The EPA has also published proposed rules clarifying the test for determining when an emissions increase subject to the NSR permitting requirements has occurred. The impact of these proposed rules will depend on adoption of the final rules by the EPA and the State of Mississippi’s implementation of such rules, as well as the outcome of any additional legal challenges, and, therefore, cannot be determined at this time.
Carbon Dioxide Litigation
In July 2004, attorneys general from eight states, each outside of Southern Company’s service territory, and the corporation counsel for New York City filed a complaint in the U.S. District Court for the Southern District of New York against Southern Company and four other electric power companies. A nearly identical complaint was filed by three environmental groups in the same court. The complaints allege that the companies’ emissions of carbon dioxide, a greenhouse gas, contribute to global warming, which the plaintiffs assert is a public nuisance. Under common law public and private nuisance theories, the plaintiffs seek a judicial order (1) holding each defendant jointly and severally liable for creating, contributing to, and/or maintaining global warming and (2) requiring each of the defendants to cap its emissions of carbon dioxide and then reduce those emissions by a specified percentage each year for at least a decade. Plaintiffs have not, however, requested that damages be awarded in connection with their claims. Southern Company believes these claims are without merit and notes that the complaint cites no statutory or regulatory basis for the claims. In September 2005, the U.S. District Court for the Southern District of New York granted Southern Company’s and the other defendants’ motions to dismiss these cases. The plaintiffs filed an appeal to the U.S. Court of Appeals for the Second Circuit in October 2005, and no decision has been issued. The ultimate outcome of these matters cannot be determined at this time.
Environmental Statutes and Regulations
General
The Company’s operations are subject to extensive regulation by state and federal environmental agencies under a variety of statutes and regulations governing environmental media, including air, water, and land resources. Applicable statutes include the Clean Air Act; the Clean Water Act; the Comprehensive Environmental Response, Compensation, and Liability Act; the Resource Conservation and Recovery Act; the Toxic Substances Control Act; the Emergency Planning & Community Right-to-Know Act; and the Endangered Species Act.
Compliance with these environmental requirements involves significant capital and operating costs, a major portion of which is expected to be recovered through the Company’s ECO Plan. See Note 3 to the financial statements under “Retail Regulatory Matters — Environmental Compliance Overview Plan” for additional information. Through 2007, the Company had invested approximately $161.0 million in capital projects to comply with these requirements, with annual totals of $17.0 million, $4.8 million, and $4.0 million for 2007, 2006, and 2005, respectively. The Company expects that capital expenditures to assure compliance with existing and new statutes and regulations will be an additional $74.4 million, $128.2 million, and $91.9 million for 2008, 2009, and 2010, respectively. The Company’s compliance strategy is impacted by changes to existing environmental laws, statutes, and regulations, the cost, availability, and existing inventory of emission allowances, and the Company’s fuel mix. Environmental costs that are known and estimable at this time are included in capital expenditures discussed under FINANCIAL CONDITION AND LIQUIDITY — “Capital Requirements and Contractual Obligations” herein.
Compliance with possible additional federal or state legislation or regulations related to global climate change, air quality, or other environmental and health concerns could also significantly affect the Company. New environmental legislation or regulations, or changes to existing statutes or regulations, could affect many areas of the Company’s operations; however, the full impact of any such changes cannot be determined at this time.
Air Quality
Compliance with the Clean Air Act and resulting regulations has been and will continue to be a significant focus for the Company. Through 2007, the Company had spent approximately $89.0 million in reducing sulfur dioxide (SO 2 ) and nitrogen oxide (NO x ) emissions and in monitoring emissions pursuant to the Clean Air Act. Additional controls have been announced and are currently being installed on several units to further reduce SO 2 , NO x, and mercury emissions, maintain compliance with existing regulations, and meet new requirements.

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In 2004, the EPA designated nonattainment areas under an eight-hour ozone standard. No area within the Company’s service area was designated as nonattainment under the eight-hour ozone standard. On June 20, 2007, the EPA proposed additional revisions to the current eight-hour ozone standard which, if enacted, could result in designation of new nonattainment areas within the Company’s service territory. The EPA has requested comment and is expected to publish final revisions to the standard in 2008. The impact of this decision, if any, cannot be determined at this time and will depend on subsequent legal action and/or future nonattainment designations and state regulatory plans.
The EPA issued the final Clean Air Interstate Rule in March 2005. This cap-and-trade rule addresses power plant SO 2 and NO x emissions that were found to contribute to nonattainment of the eight-hour ozone and fine particulate matter standards in downwind states. Twenty-eight eastern states, including the State of Mississippi, are subject to the requirements of the rule. The rule calls for additional reductions of NO x and/or SO 2 to be achieved in two phases, 2009/2010 and 2015. The State of Mississippi has an EPA-approved plan for implementing this rule. These reductions will be accomplished by the installation of additional emission controls at the Company’s coal-fired facilities and/or by the purchase of emission allowances from a cap-and-trade program.
The Clean Air Visibility Rule (formerly called the Regional Haze Rule) was finalized in July 2005. The goal of this rule is to restore natural visibility conditions in certain areas (primarily national parks and wilderness areas) by 2064. The rule involves (1) the application of Best Available Retrofit Technology (BART) to certain sources built between 1962 and 1977 and (2) the application of any additional emissions reductions which may be deemed necessary for each designated area to achieve reasonable progress by 2018 toward the natural conditions goal. Thereafter, for each 10-year planning period, additional emissions reductions will be required to continue to demonstrate reasonable progress in each area during that period. For power plants, the Clean Air Visibility Rule allows states to determine that the Clean Air Interstate Rule satisfies BART requirements for SO 2 and NO x . Extensive studies were performed for each of the Company’s affected units to demonstrate that additional particulate matter controls are not necessary under BART. States are currently completing implementation strategies for BART and any other measures required to achieve the first phase of reasonable progress.
The impacts of the new eight-hour ozone standard and the Clean Air Visibility Rule on the Company will depend on the development and implementation of rules at the federal and/or state level. Therefore, the full effects of these regulations on the Company cannot be determined at this time. The Company has developed and continually updates a comprehensive environmental compliance strategy to comply with the continuing and new environmental requirements discussed above. As part of this strategy, the Company plans to install additional SO 2 and NO x , emission controls within the next several years to assure continued compliance with applicable air quality requirements.
In March 2005, the EPA published the final Clean Air Mercury Rule, a cap-and-trade program for the reduction of mercury emissions from coal-fired power plants. The rule sets caps on mercury emissions to be implemented in two phases, 2010 and 2018, and provides for an emission allowance trading market. The final Clean Air Mercury Rule was challenged in the U.S. Court of Appeals for the District of Columbia Circuit. The petitioners alleged that the EPA was not authorized to establish a cap-and-trade program for mercury emissions and instead the EPA must establish maximum achievable control technology standards for coal-fired electric utility steam generating units. On February 8, 2008, the court issued its ruling and vacated the Clean Air Mercury Rule. Any significant changes in the Company’s overall environmental compliance strategy will depend on the outcome of any appeals and/or future federal and state rulemakings. Future rulemakings could require emission reductions more stringent than required by the Clean Air Mercury Rule.
Water Quality
In July 2004, the EPA published its final technology-based regulations under the Clean Water Act for the purpose of reducing impingement and entrainment of fish, shellfish, and other forms of aquatic life at existing power plant cooling water intake structures. The rules require baseline biological information and, perhaps, installation of fish protection technology near some intake structures at existing power plants. On January 25, 2007, the U.S. Court of Appeals for the Second Circuit overturned and remanded several provisions of the rule to the EPA for revisions. Among other things, the court rejected the EPA’s use of “cost-benefit” analysis and suggested some ways to incorporate cost considerations. The full impact of these regulations will depend on subsequent legal proceedings, further rulemaking by the EPA, the results of studies and analyses performed as part of the rules’ implementation, and the actual requirements established by the State of Mississippi regulatory agencies and, therefore, cannot be determined at this time.

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Environmental Remediation
The Company must comply with other environmental laws and regulations that cover the handling and disposal of waste and release of hazardous substances. Under these various laws and regulations, the Company could incur substantial costs to clean up properties. The Company conducts studies to determine the extent of any required cleanup and has recognized in the financial statements the costs to clean up known sites. Amounts for cleanup and ongoing monitoring costs were not material for any year presented. The Company may be liable for some or all required cleanup costs for additional sites that may require environmental remediation. The Company has received authority from the Mississippi PSC to recover approved environmental compliance costs through specific retail rate clauses. Within limits approved by the Mississippi PSC, these rates are adjusted annually. See Note 3 to the financial statements under “Environmental Matters — Environmental Remediation” and “Retail Regulatory Matters — Environmental Compliance Overview Plan” for additional information.
Global Climate Issues
Federal legislative proposals that would impose mandatory requirements related to greenhouse gas emissions continue to be considered in Congress. The ultimate outcome of these proposals cannot be determined at this time; however, mandatory restrictions on the Company’s greenhouse gas emissions could result in significant additional compliance costs that could affect future unit retirement and replacement decisions and results of operations, cash flows, and financial condition if such costs are not recovered through regulated rates.
In April 2007, the U.S. Supreme Court ruled that the EPA has authority under the Clean Air Act to regulate greenhouse gas emissions from new motor vehicles. The EPA is currently developing its response to this decision. Regulatory decisions that will follow from this response may have implications for both new and existing stationary sources, such as power plants. The ultimate outcome of these rulemaking activities cannot be determined at this time; however, as with the current legislative proposals, mandatory restrictions on the Company’s greenhouse gas emissions could result in significant additional compliance costs that could affect future unit retirement and replacement decisions and results of operations, cash flows, and financial condition if such costs are not recovered through regulated rates.
In addition, some states are considering or have undertaken actions to regulate and reduce greenhouse gas emissions. For example, on July 13, 2007, the Governor of the State of Florida signed three executive orders addressing reduction of greenhouse gas emissions within the state, including statewide emission reduction targets beginning in 2017. Included in the orders is a directive to the Florida Secretary of Environmental Protection to develop rules adopting maximum allowable emissions levels of greenhouse gases for electric utilities, consistent with the statewide emission reduction targets, and a request to the Florida PSC to initiate rulemaking requiring utilities to produce at least 20% of their electricity from renewable sources. The impact of any similar state regulation on the Company will depend on the future development, adoption, and implementation of state laws or rules governing greenhouse gas emissions, and the ultimate outcome cannot be determined at this time.
International climate change negotiations under the United Nations Framework Convention on Climate Change also continue. Current efforts focus on a potential successor to the Kyoto Protocol for the post-2008 through 2012 timeframe. The outcome and impact of the international negotiations cannot be determined at this time.
The Company continues to evaluate its future energy and emission profiles and is participating in voluntary programs to reduce greenhouse gas emissions and to help develop and advance technology to reduce emissions.
FERC Matters
Market-Based Rate Authority
The Company has authorization from the FERC to sell power to non-affiliates, including short-term opportunity sales, at market-based prices. Specific FERC approval must be obtained with respect to a market-based contract with an affiliate.
In December 2004, the FERC initiated a proceeding to assess Southern Company’s generation dominance within its retail service territory. The ability to charge market-based rates in other markets is not an issue in the proceeding. Any new market-based rate sales by the Company in Southern Company’s retail service territory entered into during a 15-month refund period that ended in May 2006 could be subject to refund to a cost-based rate level.

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In late June and July 2007, hearings were held in this proceeding and the presiding administrative law judge issued an initial decision on November 9, 2007, regarding the methodology to be used in the generation dominance tests. The proceedings are ongoing. The ultimate outcome of this generation dominance proceeding cannot now be determined, but an adverse decision by the FERC in a final order could require the Company to charge cost-based rates for certain wholesale sales in the Southern Company retail service territory, which may be lower than negotiated market-based rates, and could also result in refunds of up to $8.4 million, plus interest. The Company believes that there is no meritorious basis for this proceeding and is vigorously defending itself in this matter.
On June 21, 2007, the FERC issued its final rule regarding market-based rate authority. The FERC generally retained its current market-based rate standards. The impact of this order and its effect on the generation dominance proceeding cannot now be determined.
Intercompany Interchange Contract
The Company’s generation fleet is operated under the IIC, as approved by the FERC. In May 2005, the FERC initiated a new proceeding to examine (1) the provisions of the IIC among the traditional operating companies (including the Company), Southern Power, and Southern Company Services, Inc. (SCS), as agent, under the terms of which the power pool of Southern Company is operated, (2) whether any parties to the IIC have violated the FERC’s standards of conduct applicable to utility companies that are transmission providers, and (3) whether Southern Company’s code of conduct defining Southern Power as a “system company” rather than a “marketing affiliate” is just and reasonable. In connection with the formation of Southern Power, the FERC authorized Southern Power’s inclusion in the IIC in 2000. The FERC also previously approved Southern Company’s code of conduct.
In October 2006, the FERC issued an order accepting a settlement resolving the proceeding subject to Southern Company’s agreement to accept certain modifications to the settlement’s terms and Southern Company notified the FERC that it accepted the modifications. The modifications largely involve functional separation and information restrictions related to marketing activities conducted on behalf of Southern Power. Southern Company filed with the FERC in November 2006 a compliance plan in connection with the order. On April 19, 2007, the FERC approved, with certain modifications, the plan submitted by Southern Company. Implementation of the plan is not expected to have a material impact on the Company’s financial statements. On November 19, 2007, Southern Company notified the FERC that the plan had been implemented and the FERC division of audits subsequently began an audit pertaining to compliance implementation and related matters, which is ongoing.
PSC Matters
Performance Evaluation Plan
See Note 3 to the financial statements under “Retail Regulatory Matters — Performance Evaluation Plan” for information on the Company’s retail base rates. In May 2004, the Mississippi PSC approved the Company’s request to reclassify 266 megawatts of Plant Daniel Units 3 and 4 capacity to jurisdictional cost of service effective January 1, 2004, and authorized the Company to include the related costs and revenue credits in jurisdictional rate base, cost of service, and revenue requirement calculations for purposes of retail rate recovery. In the May 2004 order establishing the Company’s forward-looking Rate Schedule PEP, the Mississippi PSC ordered that the Mississippi Public Utility Staff and the Company review the operations of the PEP in 2007. By mutual agreement, this review was deferred and will occur in 2008. The outcome of this review cannot now be determined.
In April 2007, the Mississippi PSC issued an order allowing the Company to defer approximately $10.4 million of certain reliability related maintenance costs beginning January 1, 2007, and recover them evenly over a four-year period beginning January 1, 2008. These costs related to maintenance that was needed as follow-up to emergency repairs that were made subsequent to Hurricane Katrina. At December 31, 2007, the Company had incurred and deferred the retail portion of $9.5 million of such costs, of which $2.4 million is included in current assets as other regulatory assets and $7.1 million is included in long-term other regulatory assets.
In September 2007, the Mississippi PSC staff and the Company entered into a stipulation that included adjustments to expenses which resulted in a one-time credit to retail customers of approximately $1.1 million. In November 2007, the Mississippi PSC issued an order requiring the Company to refund this amount to its retail customers no later than December 2007. This amount was totally refunded as a credit to customer bills by December 31, 2007.
In December 2007, the Company submitted its annual PEP filing for 2008, which resulted in a rate increase of 1.983% or $15.5 million annually, effective January 2008. In December 2006, the Company submitted its annual PEP filing for 2007, which resulted in no rate change.

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In December 2007, the Company received an order from the Mississippi PSC requiring it to defer $1.4 million associated with the retail portion of certain tax credits and favorable adjustments related to permanent differences pertaining to its 2006 income tax returns filed in September 2007. These tax differences have been recorded in a regulatory liability included in the current portion of other regulatory liabilities and will be amortized ratably over a twelve month period beginning January 2008.
System Restoration Rider
In September 2006, the Company filed with the Mississippi PSC a request to implement a System Restoration Rider (SRR) to increase the Company’s cap on the property damage reserve and to authorize the calculation of an annual property damage accrual based on a formula. The purpose of the SRR is to provide for recovery of costs associated with property damage (including certain property insurance and the costs of self insurance) and to facilitate the Mississippi PSC’s review of these costs. The Company is required to make annual SRR filings to determine the revenue requirement associated with any property damage. The Company recorded a regulatory liability in the amount of approximately $2.4 million in 2006 and $0.6 million in 2007 for the estimated amount due to retail customers through SRR. The Company along with the Mississippi Public Utilities Staff has agreed and stipulated to a revised SRR calculation method that would no longer require the Mississippi PSC to set a cap on the property damage reserve or to authorize the calculation of an annual property damage accrual. Under the revised SRR calculation method, the Mississippi PSC would periodically agree on SRR revenue levels that would be developed based on historical data, expected exposure, type and amount of insurance coverage excluding insurance costs, and other relevant information. It is anticipated that the Mississippi PSC would agree on the applicable SRR revenue level every three years, unless a significant change in circumstances occurs such that the Company and the Mississippi Public Utilities Staff or the Mississippi PSC deems that a more frequent change would be just, reasonable and in the public interest. The Company will submit annual filings setting forth SRR-related revenues, expenses and investment for the projected filing period, as well as the true-up for the prior period. The Company is currently waiting on a final order from the Mississippi PSC determining the final disposition of the regulatory liability and determination of the final SRR rate schedule.
Environmental Compliance Overview Plan
On February 1, 2008, the Company filed with the Mississippi PSC its annual ECO Plan evaluation for 2008, which resulted in an 18 cents per 1,000 KWH decrease in the rate for retail residential customers. Hearings with the Mississippi PSC are expected to be held in April 2008. The outcome of the 2008 filing cannot now be determined. In April 2007, the Mississippi PSC approved the Company’s 2007 ECO Plan, which included an 86 cents per 1,000 KWH increase for retail residential customers. This increase represented an addition of approximately $7.5 million in annual revenues for the Company. The new rates were effective in April 2007. See Note 3 to the financial statements under “Retail Regulatory Matters — Environmental Compliance Overview Plan” for additional information.
Fuel Cost Recovery
The Company establishes, annually, a fuel cost recovery factor that is approved by the Mississippi PSC. Over the past several years, the Company has continued to experience higher than expected fuel costs for coal and natural gas. The Company is required to file for an adjustment to the fuel cost recovery factor annually; such filing occurred in November 2007. As a result, the Mississippi PSC approved an increase in the fuel cost recovery factor effective January 2008 in an amount equal to 4.2% of total retail revenues. The Company’s operating revenues are adjusted for differences in actual recoverable fuel cost and amounts billed in accordance with the currently approved cost recovery rate. Accordingly, this increase to the billing factor will have no significant effect on the Company’s revenues or net income, but will increase annual cash flow. At December 31, 2007, the amount of under recovered fuel costs included in the balance sheets was $40.5 million compared to $50.8 million at December 31, 2006.
Storm Damage Cost Recovery
In August 2005, Hurricane Katrina hit the Gulf Coast of the United States and caused significant damage within the Company’s service area. The estimated total storm restoration costs relating to Hurricane Katrina through December 31, 2007 of $302.4 million, which was net of expected insurance proceeds of approximately $77 million, without offset for the property damage reserve of $3.0 million, was affirmed by the Mississippi PSC in June 2006, and the Company was ordered to establish a regulatory asset for the retail portion. The Mississippi PSC issued an order directing the Company to file an application with the MDA for a CDBG. In October 2006, the Company received from the MDA a CDBG in the amount of $276.4 million, which was allocated to both the retail and wholesale jurisdictions. In the same month, the Mississippi PSC issued a financing order that authorized the issuance of system restoration bonds for the remaining $25.2 million of the retail portion of storm recovery costs not covered by the CDBG. The

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Company incurred the $302.4 million total storm costs affirmed by the Mississippi PSC as of December 31, 2007, and will report the retail regulatory liability balance of $0.1 million to the Mississippi PSC to determine the final disposition of this balance.
The Company maintains a reserve to cover the cost of damage from major storms to its transmission and distribution facilities and generally the cost of uninsured damage to its generation facilities and other property. A 1999 Mississippi PSC order allowed the Company to accrue $1.5 million to $4.6 million to the reserve annually, with a maximum reserve totaling $23 million. In October 2006, in conjunction with the Mississippi PSC Hurricane Katrina-related financing order, the Mississippi PSC ordered the Company to cease all accruals to the retail property damage reserve, until a new reserve cap is established. However, in the same financing order, the Mississippi PSC approved the replenishment of the property damage reserve with $60 million to be funded with a portion of the proceeds of bonds to be issued by the Mississippi Development Bank on behalf of the State of Mississippi and reported as liabilities by the State of Mississippi. These funds were received in June 2007.
In June 2006, the Mississippi PSC issued an order certifying actual storm restoration costs relating to Hurricane Katrina through April 30, 2006, of $267.9 million and affirmed estimated additional costs through December 31, 2007, of $34.5 million, for total storm restoration costs of $302.4 million, which was net of expected insurance proceeds of approximately $77 million, without offset for the property damage reserve of $3.0 million. Of the total amount, $292.8 million was estimated to be the Company’s retail jurisdiction. The order directed the Company to file an application with the MDA for a CDBG.
In October 2006, the Company received from the MDA a CDBG in the amount of $276.4 million. The Company has appropriately allocated and applied these CDBG proceeds to both retail and wholesale storm restoration cost recovery. The retail portion of $267.6 million was applied to the retail regulatory asset in the balance sheets. For the remaining wholesale portion of $8.8 million, $3.3 million was credited to operations and maintenance expense in the statements of income and $5.5 million was applied to accumulated provision for depreciation in the balance sheets. In 2006, the CDBG proceeds related to capital of $152.7 million and $120.3 million related to retail operations and maintenance expense were included in the statements of cash flows as separate line items. In 2007, the storm restoration bond proceeds related to $35.0 million capital, of which $10.9 million related to retail restoration and $24.1 million related to the storm operations center, and $14.3 million related to retail operations and maintenance expenses are included in the statements of cash flows as separate line items. The cash portions of storm costs are included in the statements of cash flows under Hurricane Katrina accounts payable, property additions, and cost of removal, net of salvage and totaled approximately $0.1 million, $12.5 million, and $(8.1) million, respectively, for 2007, $50.5 million, $54.2 million, and $4.6 million, respectively, for 2006 and totaled approximately $82.1 million, $81.7 million, and $18.4 million, respectively, for 2005.
In October 2006, the Mississippi PSC issued a financing order that authorized the issuance of $121.2 million of system restoration bonds. This amount includes $25.2 million for the retail storm recovery costs not covered by the CDBG, $60 million for a property damage reserve, and $36 million for the retail portion of the construction of the storm operations facility. The storm restoration bonds were issued by the Mississippi Development Bank on June 1, 2007, on behalf of the State of Mississippi. On June 1, 2007, the Company received a grant payment of $85.2 million from the State of Mississippi representing recovery of $25.2 million in retail storm restoration costs incurred or to be incurred and $60.0 million to increase Mississippi Power’s property damage reserve. In the fourth quarter of 2007, the Company received two additional grant payments totaling $24.1 million for expenditures incurred for construction of a new storm operations center. The funds received related to previously incurred storm restoration expenditures have been accounted for as a government grant and have been recorded as a reduction to the regulatory asset that was recorded as the storm restoration expenditures were incurred. The funds received for storm restoration expenditures to be incurred were recorded as a regulatory liability. The Company will receive further grant payments of up to $11.9 million as expenditures are incurred to construct the new storm operations center.
The funds received with respect to certain of the grants were funded through the Mississippi Development Bank’s issuance of tax-exempt bonds. Due to the tax-exempt status to the holders of bonds for federal income tax purposes, the use of the proceeds is limited to expenditures that qualify under the Internal Revenue Code of 1986, as amended (Internal Revenue Code). Prior to the receipt of the proceeds from the tax-exempt bonds in 2007, management of the Company represented to the Mississippi Development Bank that all expenditures to date qualify under the Internal Revenue Code. Should the Company use the proceeds for non-qualifying expenditures, it could be required to return that portion of the proceeds received from the tax-exempt bond issuance that was applied to non-qualifying expenditures. Management expects that all future expenditures will also qualify and that no proceeds will be required to be returned.
In order for the State of Mississippi to repay the bonds issued by the Mississippi Development Bank, the State of Mississippi has established a system restoration charge that will be charged to all retail electric utility customers within the Company’s service area. This charge will be collected by the Company through the retail customers’ monthly statement and remitted to the State of Mississippi

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on a monthly basis. The system restoration charge is the property of the State of Mississippi. The Company’s only obligation is to collect and remit the proceeds of the charge. The Company began collecting the system restoration charge on June 20, 2007, and remitted the first payment to the State of Mississippi on July 17, 2007.
The Company incurred the $302.4 million total storm costs affirmed by the Mississippi PSC as of December 31, 2007. The balance in the retail regulatory liability account at December 31, 2007, was $0.1 million, which is net of the retail portion of insurance proceeds of $78.1 million, CDBG proceeds of $267.6 million, storm restoration bond proceeds of $25.1 million, and tax credits of $0.3 million. Retail costs incurred through December 31, 2007, include approximately $158.5 million of capital and $134.4 million of operations and maintenance expenditures. The Company will report the regulatory liability balance to the Mississippi PSC to determine the final disposition of this balance.
In June 2006, the Mississippi PSC order also granted continuing authority to record a regulatory asset in an amount equal to the retail portion of the recorded Hurricane Katrina restoration costs. For any future event causing damage to property beyond the balance in the reserve, the order also granted the Company the authority to record a regulatory asset. The Company would then apply to the Mississippi PSC for recovery of such amounts or for authority to otherwise dispose of the regulatory asset. The Company continues to report actual storm expenses to the Mississippi PSC periodically.
See Note 1 to the financial statements under “Provision for Property Damage” for additional information.
Income Tax Matters
Internal Revenue Code Section 199 Domestic Production Deduction
The American Jobs Creation Act of 2004 created a tax deduction for a portion of income attributable to U.S. production activities as defined in the Internal Revenue Code Section 199 (production activities deduction). The deduction is equal to a stated percentage of qualified production activities net income. The percentage is phased in over the years 2005 through 2010 with a 3% rate applicable to the years 2005 and 2006, a 6% rate applicable for years 2007 through 2009, and a 9% rate applicable for all years after 2009. See Note 5 to the financial statements under “Effective Tax Rate” for additional information.
Bonus Depreciation
On February 13, 2008, President Bush signed the Economic Stimulus Act of 2008 (Stimulus Act) into law. The Stimulus Act includes a provision that allows 50% bonus depreciation for certain property acquired in 2008 and placed in service in 2008 or, in certain limited cases, 2009. The Company is currently assessing the financial implications of the Stimulus Act; however, the ultimate impact cannot be determined at this time.
Construction Projects
In June 2006, the Company filed an application with the U.S. Department of Energy (DOE) for certain tax credits available to projects using clean coal technologies under the Energy Policy Act of 2005. The proposed project is an advanced coal gasification facility located in Kemper County, Mississippi, that would use locally mined lignite coal. The proposed 693 megawatt plant is expected to require an approximate investment of $1.5 billion, excluding the mine cost, and is expected to be completed in 2013. The DOE subsequently certified the project and in November 2006, the Internal Revenue Service (IRS) allocated Internal Revenue Code Section 48A tax credits of $133 million to the Company. The utilization of these credits is dependent upon meeting the certification requirements for the project. The plant would use an air-blown integrated gasification combined cycle technology that generates power from low-rank coals and coals with high moisture or high ash content. These coals, which include lignite, make up half the proven U.S. and worldwide coal reserves. The Company is undertaking a feasibility assessment of the project, which could take up to two years. On December 21, 2006, the Mississippi PSC approved the Company’s request for accounting treatment of the costs associated with the Company’s generation resource planning, evaluation, and screening activities. The Mississippi PSC gave the Company the authority to create and recognize a regulatory asset for such costs. On December 28, 2007, the Company received an order allowing it to defer the amortization of these costs to January 2009. In addition, Mississippi received approval for the updated estimate of approximately $23.8 million in total generation screening and evaluation costs ($16 million for the retail portion). At December 31, 2007, the Company had spent $18.1 million in total, of which $2.7 million related to land purchases was capitalized, the retail portion of $11.2 million was deferred in other regulatory assets, and the wholesale portion of $4.2 million was expensed. The retail portion of these costs will be charged to and remain as a regulatory asset until the Mississippi PSC determines the prudence and ultimate recovery of such costs, which decision is expected in January 2009. The balance of such regulatory asset will be included in

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the Company’s rate base for ratemaking purposes. Approval by various regulatory agencies, including the Mississippi PSC, will also be required if the project proceeds. The final outcome of this matter cannot now be determined.
Other Matters
The Company is involved in various other matters being litigated and regulatory matters that could affect future earnings. In addition, the Company is subject to certain claims and legal actions arising in the ordinary course of business. The Company’s business activities are subject to extensive governmental regulation related to public health and the environment. Litigation over environmental issues and claims of various types, including property damage, personal injury, common law nuisance, and citizen enforcement of environmental requirements such as opacity and air and water quality standards, has increased generally throughout the United States. In particular, personal injury claims for damages caused by alleged exposure to hazardous materials have become more frequent. The ultimate outcome of such pending or potential litigation against the Company cannot be predicted at this time; however, for current proceedings not specifically reported herein, management does not anticipate that the liabilities, if any, arising from such current proceedings would have a material adverse effect on the Company’s financial statements. See Note 3 to the financial statements for information regarding material issues.
ACCOUNTING POLICIES
Application of Critical Accounting Policies and Estimates
The Company prepares its financial statements in accordance with accounting principles generally accepted in the United States. Significant accounting policies are described in Note 1 to the financial statements. In the application of these policies, certain estimates are made that may have a material impact on the Company’s results of operations and related disclosures. Different assumptions and measurements could produce estimates that are significantly different from those recorded in the financial statements. Senior management has reviewed and discussed critical accounting policies and estimates described below with the Audit Committee of Southern Company’s Board of Directors.
Electric Utility Regulation
The Company is subject to retail regulation by the Mississippi PSC and wholesale regulation by the FERC. These regulatory agencies set the rates the Company is permitted to charge customers based on allowable costs. As a result, the Company applies Financial Accounting Standards Board (FASB) Statement No. 71, “Accounting for the Effects of Certain Types of Regulation” (SFAS No. 71), which requires the financial statements to reflect the effects of rate regulation. Through the ratemaking process, the regulators may require the inclusion of costs or revenues in periods different than when they would be recognized by a non-regulated company. This treatment may result in the deferral of expenses and the recording of related regulatory assets based on anticipated future recovery through rates or the deferral of gains or creation of liabilities and the recording of related regulatory liabilities. The application of SFAS No. 71 has a further effect on the Company’s financial statements as a result of the estimates of allowable costs used in the ratemaking process. These estimates may differ from those actually incurred by the Company; therefore, the accounting estimates inherent in specific costs such as depreciation and pension and postretirement benefits have less of a direct impact on the Company’s results of operations than they would on a non-regulated company.
As reflected in Note 1 to the financial statements, significant regulatory assets and liabilities have been recorded. Management reviews the ultimate recoverability of these regulatory assets and liabilities based on applicable regulatory guidelines and accounting principles generally accepted in the United States. However, adverse legislative, judicial, or regulatory actions could materially impact the amounts of such regulatory assets and liabilities and could adversely impact the Company’s financial statements.
Contingent Obligations
The Company is subject to a number of federal and state laws and regulations, as well as other factors and conditions that potentially subject it to environmental, litigation, income tax, and other risks. See FUTURE EARNINGS POTENTIAL herein and Note 3 to the financial statements for more information regarding certain of these contingencies. The Company periodically evaluates its exposure to such risks and records reserves for those matters where a loss is considered probable and reasonably estimable in accordance with generally accepted accounting principles. The adequacy of reserves can be significantly affected by external events or conditions that can be unpredictable; thus, the ultimate outcome of such matters could materially affect the Company’s financial statements. These events or conditions include the following:

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    Changes in existing state or federal regulation by governmental authorities having jurisdiction over air quality, water quality, control of toxic substances, hazardous and solid wastes, and other environmental matters;
 
    Changes in existing income tax regulations or changes in IRS or state revenue department interpretations of existing regulations;
 
    Identification of additional sites that require environmental remediation or the filing of other complaints in which the Company may be asserted to be a potentially responsible party;
 
    Identification and evaluation of other potential lawsuits or complaints in which the Company may be named as a defendant; and
 
    Resolution or progression of existing matters through the legislative process, the court systems, the IRS, the FERC, or the EPA.
Unbilled Revenues
Revenues related to the sale of electricity are recorded when electricity is delivered to customers. However, the determination of KWH sales to individual customers is based on the reading of their meters, which is performed on a systematic basis throughout the month. At the end of each month, amounts of electricity delivered to customers, but not yet metered and billed, are estimated. Components of the unbilled revenue estimates include total KWH territorial supply, total KWH billed, estimated total electricity lost in delivery, and customer usage. These components can fluctuate as a result of a number of factors including weather, generation patterns, and power delivery volume and other operational constraints. These factors can be unpredictable and can vary from historical trends. As a result, the overall estimate of unbilled revenues could be significantly affected, which could have a material impact on the Company’s results of operations.
Plant Daniel Operating Lease
As discussed in Note 7 to the financial statements under “Operating Leases — Plant Daniel Combined Cycle Generating Units,” the Company leases a 1,064 megawatt natural gas combined cycle facility at Plant Daniel (Facility) from Juniper Capital L.P. (Juniper). For both accounting and rate recovery purposes, this transaction is treated as an operating lease, which means that the related obligations under this agreement are not reflected in the balance sheets. See FINANCIAL CONDITION AND LIQUIDITY — “Off-Balance Sheet Financing Arrangements” herein for further information. The operating lease determination was based on assumptions and estimates related to the following:
    Fair market value of the Facility at lease inception;
 
    The Company’s incremental borrowing rate;
 
    Timing of debt payments and the related amortization of the initial acquisition cost during the initial lease term;
 
    Residual value of the Facility at the end of the lease term;
 
    Estimated economic life of the Facility; and
 
    Juniper’s status as a voting interest entity.
The determination of operating lease treatment was made at the inception of the lease agreement and is not subject to change unless subsequent changes are made to the agreement. However the Company also is required to monitor Juniper’s ongoing status as a voting interest entity. Changes in that status could require the Company to consolidate the Facility’s assets and the related debt and to record interest and depreciation expense of approximately $37 million annually, rather than annual lease expense of approximately $27 million.

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Mississippi Power Company 2007 Annual Report
New Accounting Standards
Income Taxes
On January 1, 2007, the Company adopted FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes” (FIN 48), which requires companies to determine whether it is “more likely than not” that a tax position will be sustained upon examination by the appropriate taxing authorities before any part of the benefit can be recorded in the financial statements. It also provides guidance on the recognition, measurement, and classification of income tax uncertainties, along with any related interest and penalties. The provisions of FIN 48 were applied to all tax positions beginning January 1, 2007. The adoption of FIN 48 did not have a material impact on the Company’s financial statements. See Note 5 to the financial statements for additional information.
Pensions and Other Postretirement Plans
On December 31, 2006, the Company adopted FASB Statement No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans” (SFAS No. 158), which requires recognition of the funded status of its defined benefit postretirement plans in the balance sheets. Additionally, SFAS No. 158 will require the Company to change the measurement date for its defined benefit postretirement plan assets and obligations from September 30 to December 31 beginning with the year ending December 31, 2008. See Note 2 to the financial statements for additional information.
Fair Value Measurement
The FASB issued FASB Statement No. 157, “Fair Value Measurements” (SFAS No. 157), in September 2006. SFAS No. 157 provides guidance on how to measure fair value where it is permitted or required under other accounting pronouncements. SFAS No. 157 also requires additional disclosures about fair value measurements. The Company adopted SFAS No. 157 in its entirety on January 1, 2008, with no material effect on its financial condition or results of operations.
Fair Value Option
In February 2007, the FASB issued FASB Statement No. 159, “Fair Value Option for Financial Assets and Financial Liabilities — Including an Amendment of FASB Statement No. 115” (SFAS No. 159). This standard permits an entity to choose to measure many financial instruments and certain other items at fair value. The Company adopted SFAS No. 159 on January 1, 2008, with no material effect on its financial condition or results of operations.
FINANCIAL CONDITION AND LIQUIDITY
Overview
The Company’s financial condition remained stable at December 31, 2007. Net cash flow from operating activities increased from 2006 by $11.7 million. The increase in operating activities was primarily due to the decrease in the use of funds related to Hurricane Katrina accounts payable in 2007 by $50.5 million related to cash outflows for restoration costs in 2006. Also impacting operating activities were decreases in uses of funds related to other accounts payable and over recovered regulatory clause revenues of $25.9 million and $26.2 million, respectively. The Company received $74.3 million in bond proceeds during 2007 related to Hurricane Katrina recovery, of which $60 million is being used to fund the property damage reserve and $14.3 million to recover retail operations and maintenance storm restoration cost. A $39.9 million decrease in operating activities related to receivables is primarily due to a $36 million decrease in external insurance proceeds received in 2007 as compared to 2006 related to Hurricane Katrina. The $153.0 million increase in net cash from operating activities for 2006 compared to 2005 resulted primarily from $120.3 million received from the CDBG program. In 2005, net cash flow from operating activities decreased $77.4 million when compared to 2004 primarily due to the storm damage costs related to Hurricane Katrina. The change in net cash used for investing activities in 2007 compared to 2006 of $107.0 million was primarily due to a $117.8 million reduction in the source of funds related to Hurricane Katrina capital related grant and bond proceeds. Net cash used for financing activities totaled $105.5 million in 2007 compared to $211.5 million in 2006. This decrease in net cash used for financing activities is primarily due to a decrease in the use of funds related to notes payable of $109.3 million. See FUTURE EARNINGS POTENTIAL — “PSC Matters — Storm Damage Cost Recovery” for additional information.
Significant changes in the balance sheet as of December 31, 2007, compared to 2006, primarily relate to both normal business activities as well as Hurricane Katrina storm restoration activities. These activities include an increase in property, plant and

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equipment of $42.9 million as well as an increase in prepaid pension costs in 2007 as compared to 2006 in the amount of $29.7 million. These increases in assets were offset by a $20.6 million decrease in insurance receivable primarily as a result of the receipt of external insurance proceeds related to Hurricane Katrina. These activities also include a decrease in notes payable of $41.4 million and an increase in other regulatory liabilities in 2007 as compared to 2006 in the amount of $96.9 million, of which $60.0 million related to the receipt of bond proceeds from the State of Mississippi to replenish the property damage reserve, as well as an increase of $32.1 million related to an additional liability resulting from the adoption of SFAS No. 158. For additional information regarding significant changes in the balance sheets, see Note 2 to the financial statements under “Retirement Benefits.” See FUTURE EARNINGS POTENTIAL — “PSC Matters — Storm Damage Cost Recovery” herein and Note 3 to the financial statements under “Retail Regulatory Matters — Storm Damage Recovery” for additional information related to the deferral of the restoration costs, including both capital and operation and maintenance expenditures.
The Company’s ratio of common equity to total capitalization, excluding long-term debt due within one year, increased from 65.4% in 2006 to 66.1% at December 31, 2007. The Company has received investment grade ratings from the major rating agencies with respect to debt, preferred securities, and preferred stock.
Sources of Capital
The Company plans to obtain the funds required for construction, continued storm damage restoration, and other purposes from sources similar to those used in the past, which were primarily from operating cash flows, security issuances, term loans, and short-term borrowings. See Note 3 to the financial statements under “Storm Damage Cost Recovery” for additional information. The amount, type, and timing of any financings, if needed, will depend upon regulatory approval, prevailing market conditions, and other factors.
The issuance of securities by the Company is subject to regulatory approval by the FERC. Additionally, with respect to the public offering of securities, the Company files registration statements with the Securities and Exchange Commission (SEC) under the Securities Act of 1933, as amended (1933 Act). The amount of securities authorized by the FERC, as well as the amounts registered under the 1933 Act, are continuously monitored and appropriate filings are made to ensure flexibility in the capital markets.
The Company obtains financing separately without credit support from any affiliate. The Southern Company system does not maintain a centralized cash or money pool. Therefore, funds of the Company are not commingled with funds of any other company.
To meet short-term cash needs and contingencies, the Company has various sources of liquidity. At December 31, 2007, the Company had approximately $4.8 million of cash and cash equivalents and $181 million of unused credit arrangements with banks. See Note 6 to the financial statements under “Bank Credit Arrangements” for additional information.
The Company may also meet short-term cash needs through a Southern Company subsidiary organized to issue and sell commercial paper and extendible commercial notes at the request and for the benefit of the Company and the other traditional operating companies. Proceeds from such issuances for the benefit of the Company are loaned directly to the Company and are not commingled with proceeds from such issuances for the benefit of any other traditional operating company. The obligations of each company under these arrangements are several; there is no cross affiliate credit support. At December 31, 2007, the Company had $9.9 million of commercial paper outstanding.
Financing Activities
In the fourth quarter of 2007, the Company issued senior notes totaling $35 million. Proceeds were used to repay a portion of the Company’s short-term indebtedness.
In addition to any financings that may be necessary to meet capital requirements and contractual obligations, the Company plans to continue, when economically feasible, a program to retire higher-cost securities and replace these obligations with lower-cost capital if market conditions permit.
Off-Balance Sheet Financing Arrangements
In 2001, the Company began an initial 10-year term of a lease agreement for a combined cycle generating facility built at Plant Daniel. In June 2003, the Company entered into a restructured lease agreement for the Facility with Juniper, as discussed in Note 7 to the financial statements under “Operating Leases — Plant Daniel Combined Cycle Generating Units.” Juniper has also entered into leases with other parties unrelated to the Company. The assets leased by the Company comprise less than 50% of Juniper’s assets. The

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Mississippi Power Company 2007 Annual Report
Company does not consolidate the leased assets and related liabilities, and the lease with Juniper is considered an operating lease. Accordingly, the lease is not reflected in the balance sheets.
The initial lease term ends in 2011, and the lease includes a renewal and a purchase option based on the cost of the Facility at the inception of the lease, which was approximately $370 million. The Company is required to amortize approximately 4% of the initial acquisition cost over the initial lease term. Eighteen months prior to the end of the initial lease, the Company may elect to renew for 10 years. If the lease is renewed, the agreement calls for the Company to amortize an additional 17% of the initial completion cost over the renewal period. Upon termination of the lease, at the Company’s option, it may either exercise its purchase option or the Facility can be sold to a third party.
The lease also provides for a residual value guarantee, approximately 73% of the acquisition cost, by the Company that is due upon termination of the lease in the event that the Company does not renew the lease or purchase the Facility and that the fair market value is less than the unamortized cost of the Facility.
Credit Rating Risk
The Company does not have any credit arrangements that would require material changes in payment schedules or terminations as a result of a credit rating downgrade. There are certain contracts that could require collateral, but not accelerated payment, in the event of a credit rating change to below BBB- or Baa3. These contracts are primarily for electricity sales and coal purchases. At December 31, 2007, the maximum potential collateral requirements at a rating below BBB- or Baa3 were approximately $8 million. Generally, collateral may be provided by a Southern Company guaranty, letter of credit, or cash.
The Company, along with all members of the Southern Company power pool, is party to certain derivative agreements that could require collateral and/or accelerated payment in the event of a credit rating change to below investment grade for Alabama Power and/or Georgia Power. These agreements are primarily for natural gas and power price risk management activities. At December 31, 2007, the Company’s total exposure to these types of agreements was approximately $15 million.
Market Price Risk
Due to cost-based rate regulation, the Company has limited exposure to market volatility in interest rates, commodity fuel prices, and prices of electricity. To manage the volatility attributable to these exposures, the Company nets the exposures to take advantage of natural offsets and enters into various derivative transactions for the remaining exposures pursuant to the Company’s policies in areas such as counterparty exposure and hedging practices. Company policy is that derivatives are to be used primarily for hedging purposes and mandates strict adherence to all applicable risk management policies. Derivative positions are monitored using techniques that include, but are not limited to, market valuation, value at risk, stress testing, and sensitivity analysis.
The Company does not currently hedge interest rate risk. The weighted average interest rate on $122.7 million of variable long-term debt at January 1, 2008 was 4.38%. If the Company sustained a 100 basis point change in interest rates for all unhedged variable rate long-term debt, the change would affect annualized interest expense by approximately $1.2 million at December 31, 2007. See Notes 1 and 6 to the financial statements under “Financial Instruments” for additional information.
To mitigate residual risks relative to movements in electricity prices, the Company enters into fixed-price contracts for the purchase and sale of electricity through the wholesale electricity market. At December 31, 2007, exposure from these activities was not material to the Company’s financial statements.
Of the Company’s $122.7 million of variable interest rate exposure, approximately $43 million relates to tax-exempt auction rate pollution control bonds. Recent weakness in the auction markets has resulted in higher interest rates. The Company plans to convert the series to a fixed interest rate determination method and plans to remarket all remaining auction rate securities in a timely manner. None of the securities are insured or backed by letters of credit that would require approval of a guarantor or security provider. It is not expected that the higher rates as a result of the weakness in the auction markets will be material.
In addition, at the instruction of the Mississippi PSC, the Company has implemented a fuel-hedging program. At December 31, 2007, exposure from these activities was not material to the Company’s financial statements.

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Mississippi Power Company 2007 Annual Report
The changes in fair value of energy contracts and year-end valuations were as follows:
                 
    Changes in Fair Value
 
    2007   2006
 
    (in thousands)
Contracts beginning of year
  $ (6,360 )   $ 27,106  
Contracts realized or settled
    2,517       (494 )
New contracts at inception
           
Changes in valuation techniques
           
Current period changes(a)
    5,821       (32,972 )
 
Contracts end of year
  $ 1,978     $ (6,360 )
 
(a)    Current period changes also include the changes in fair value of new contracts entered into during the period, if any.
                         
            Source of 2007 Year-End
            Valuation Prices
 
    Total   Maturity
    Fair Value   Year 1   1-3 Years
 
    (in thousands)
Actively quoted
  $ 1,329     $ (647 )   $ 1,976  
External sources
    649       649        
Models and other methods
                 
 
Contracts end of year
  $ 1,978     $ 2     $ 1,976  
 
These contracts are related primarily to fuel hedging programs under which unrealized gains and losses from mark to market adjustments are recorded as regulatory assets and liabilities. Realized gains and losses from these programs are included in fuel expense and are recovered through the Company’s energy cost management clause.
Gains and losses on forward contracts for the sale of electricity that do not represent hedges are recognized in the statements of income as incurred. For the years ended December 31, 2007, 2006, and 2005, these amounts were not material.
At December 31, 2007, the fair value gains/(losses) of energy-related derivative contracts were reflected in the financial statements as follows:
         
    Amounts
    (in thousands)
 
Regulatory liabilities, net
  $ 1,253  
Accumulated other comprehensive income
    928  
Net income
    (203 )
 
Total fair value
  $ 1,978  
 
Unrealized pre-tax gains and losses from energy-related derivative contracts recognized in income were not material for any year presented. The Company is exposed to market price risk in the event of nonperformance by counterparties to the energy-related derivative contracts. The Company’s policy is to enter into agreements with counterparties that have investment grade credit ratings by Moody’s and Standard & Poor’s or with counterparties who have posted collateral to cover potential credit exposure. Therefore, the Company does not anticipate market risk exposure from nonperformance by the counterparties. See Notes 1 and 6 to the financial statements under “Financial Instruments” for additional information.

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Mississippi Power Company 2007 Annual Report
Capital Requirements and Contractual Obligations
The construction program of the Company is currently estimated to be $186 million for 2008, of which $8 million is related to Hurricane Katrina restoration, $226 million for 2009, and $211 million for 2010. Environmental expenditures included in these estimated amounts are $74.4 million, $128.2 million, and $91.9 million for 2008, 2009, and 2010, respectively. Actual construction costs may vary from these estimates because of changes in such factors as: business conditions; environmental statutes and regulations; FERC rules and regulations; load projections; storm impacts; the cost and efficiency of construction labor, equipment, and materials; and the cost of capital. In addition, there can be no assurance that costs related to capital expenditures will be fully recovered.
In addition, as discussed in Note 2 to the financial statements, the Company provides postretirement benefits to substantially all employees and funds trusts to the extent required by the FERC.
Other funding requirements related to obligations associated with scheduled maturities of long-term debt, as well as the related interest, derivative obligations, preferred stock dividends, leases, and other purchase commitments, are as follows. See Notes 1, 6, and 7 to the financial statements for additional information.
Contractual Obligations
                                         
            2009-   2011-   After    
    2008   2010   2012   2012   Total
 
    (in thousands)
Long-term debt (a)
                                       
Principal
  $ 1,138     $ 42,560     $ 2,070     $ 237,695     $ 283,463  
Interest
    14,431       26,481       23,970       201,773       266,655  
Preferred stock dividends (b)
    1,733       3,465       3,465             8,663  
Commodity derivative obligations (c)
    3,754                         3,754  
Operating leases
    37,031       65,269       29,458       2,793       134,551  
Purchase commitments (d)
                                       
Capital (e)
    186,000       437,000                   623,000  
Coal
    358,421       404,867       72,782       19,500       855,570  
Natural gas (f)
    215,285       233,477       41,233       221,588       711,583  
Long-term service agreements (g)
    11,825       24,431       25,534       103,280       165,070  
Postretirement benefits trust (h)
    150       120                   270  
 
Total
  $ 829,768     $ 1,237,670     $ 198,512     $ 786,629     $ 3,052,579  
 
(a)   All amounts are reflected based on final maturity dates. The Company plans to continue to retire higher-cost securities and replace these obligations with lower-cost capital if market conditions permit. Variable rate interest obligations are estimated based on rates as of January 1, 2008, as reflected in the statements of capitalization.
 
(b)   Preferred stock does not mature; therefore, amounts are provided for the next five years only.
 
(c)   For additional information, see Notes 1 and 6 to the financial statements.
 
(d)   The Company generally does not enter into non-cancelable commitments for other operations and maintenance expenditures. Total other operations and maintenance expenses for 2007, 2006, and 2005 were $255 million, $237 million, and $240 million, respectively.
 
(e)   The Company forecasts capital expenditures over a three-year period. Amounts represent current estimates of total expenditures. At December 31, 2007, significant purchase commitments were outstanding in connection with the construction program.
 
(f)   Natural gas purchase commitments are based on various indices at the time of delivery. Amounts reflected have been estimated based on the New York Mercantile Exchange future prices at December 31, 2007.
 
(g)   Long-term service agreements include price escalation based on inflation indices.
 
(h)   The Company forecasts postretirement benefits trust contributions over a three-year period. No contributions related to the Company’s pension trust are currently expected during this period. See Note 2 to the financial statements for additional information related to the pension and postretirement plans, including estimated benefit payments. Certain benefit payments will be made through the related trusts. Other benefit payments will be made from the Company’s corporate assets.

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Mississippi Power Company 2007 Annual Report
Cautionary Statement Regarding Forward-Looking Statements
The Company’s 2007 Annual Report contains forward-looking statements. Forward-looking statements include, among other things, statements concerning growth, retail rates, storm damage cost recovery and repairs, fuel cost recovery, environmental regulations and expenditures, access to sources of capital, projections for postretirement benefit trust contributions, financing activities, impacts of the adoption of new accounting rules, completion of construction projects, and estimated construction and other expenditures. In some cases, forward-looking statements can be identified by terminology such as “may,” “will,” “could,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “projects,” “predicts,” “potential,” or “continue” or the negative of these terms or other similar terminology. There are various factors that could cause actual results to differ materially from those suggested by the forward-looking statements; accordingly, there can be no assurance that such indicated results will be realized.
These factors include:
  the impact of recent and future federal and state regulatory change, including legislative and regulatory initiatives regarding deregulation and restructuring of the electric utility industry, implementation of the Energy Policy Act of 2005, environmental laws including regulation of water quality and emissions of sulfur, nitrogen, mercury, carbon, soot, or particulate matter and other substances and also changes in tax and other laws and regulations to which the Company is subject, as well as changes in application of existing laws and regulations;
 
  current and future litigation, regulatory investigations, proceedings, or inquiries, including FERC matters and EPA civil actions;
 
  the effects, extent, and timing of the entry of additional competition in the markets in which the Company operates;
 
  variations in demand for electricity, including those relating to weather, the general economy, population and business growth (and declines), and the effects of energy conservation measures;
 
  available sources and costs of fuel;
 
  effects of inflation;
 
  ability to control costs;
 
  investment performance of the Company’s employee benefit plans;
 
  advances in technology;
 
  state and federal rate regulations and the impact of pending and future rate cases and negotiations, including rate actions relating to fuel and storm restoration cost recovery;
 
  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 the Company;
 
  the ability of counterparties of the Company to make payments as and when due;
 
  the ability to obtain new short- and long-term contracts with neighboring utilities;
 
  the direct or indirect effect on the Company’s business resulting from terrorist incidents and the threat of terrorist incidents;
 
  interest rate fluctuations and financial market conditions and the results of financing efforts, including the Company’s credit ratings;
 
  the ability of the Company to obtain additional generating capacity at competitive prices;
 
  catastrophic events such as fires, earthquakes, explosions, floods, hurricanes, droughts, pandemic health events such as an avian influenza, or other similar occurrences;
 
  the direct or indirect effects on the Company’s business resulting from incidents similar to the August 2003 power outage in the Northeast;
 
  the effect of accounting pronouncements issued periodically by standard setting bodies; and
 
  other factors discussed elsewhere herein and in other reports (including the Form 10-K) filed by the Company from time to time with the SEC.
The Company expressly disclaims any obligation to update any forward-looking statements.

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STATEMENTS OF INCOME
For the Years Ended December 31, 2007, 2006, and 2005
Mississippi Power Company 2007 Annual Report
                         
 
    2007     2006     2005  
 
    (in thousands)  
 
                       
Operating Revenues:
                       
Retail revenues
  $ 727,214     $ 647,186     $ 618,860  
Wholesale revenues —
                       
Non-affiliates
    323,120       268,850       283,413  
Affiliates
    46,169       76,439       50,460  
Other revenues
    17,241       16,762       17,000  
 
Total operating revenues
    1,113,744       1,009,237       969,733  
 
Operating Expenses:
                       
Fuel
    494,248       438,622       358,572  
Purchased power —
                       
Non-affiliates
    9,188       16,292       32,208  
Affiliates
    86,690       56,955       111,284  
Other operations —
                       
Other
    185,318       170,277       168,355  
Maintenance
    69,859       66,415       71,267  
Depreciation and amortization
    60,376       46,853       33,549  
Taxes other than income taxes
    60,328       60,904       60,058  
 
Total operating expenses
    966,007       856,318       835,293  
 
Operating Income
    147,737       152,919       134,440  
Other Income and (Expense):
                       
Interest income
    1,986       4,272       1,718  
Interest expense, net of amounts capitalized
    (18,158 )     (18,639 )     (13,828 )
Other income (expense), net
    6,029       (6,712 )     (415 )
 
Total other income and (expense)
    (10,143 )     (21,079 )     (12,525 )
 
Earnings Before Income Taxes
    137,594       131,840       121,915  
Income taxes
    51,830       48,097       46,374  
 
Net Income
    85,764       83,743       75,541  
Dividends on Preferred Stock
    1,733       1,733       1,733  
 
Net Income After Dividends on Preferred Stock
  $ 84,031     $ 82,010     $ 73,808  
 
The accompanying notes are an integral part of these financial statements.

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STATEMENTS OF CASH FLOWS
For the Years Ended December 31, 2007, 2006, and 2005
Mississippi Power Company 2007 Annual Report
                         
 
    2007     2006     2005  
 
    (in thousands)  
 
                       
Operating Activities:
                       
Net income
  $ 85,764     $ 83,743     $ 75,541  
Adjustments to reconcile net income to net cash provided from operating activities —
                       
Depreciation and amortization
    69,971       68,198       63,319  
Deferred income taxes and investment tax credits, net
    (36,572 )     (47,535 )     118,316  
Plant Daniel capacity
    (5,659 )     (13,008 )     (25,125 )
Pension, postretirement, and other employee benefits
    8,782       5,650       2,938  
Stock option expense
    1,038       1,057        
Tax benefit of stock options
    287       258       3,723  
Hurricane Katrina grant proceeds-property reserve
    60,000              
Other, net
    (24,814 )     (5,761 )     1,493  
Changes in certain current assets and liabilities —
                       
Receivables
    25,107       64,976       (107,836 )
Fossil fuel stock
    (4,787 )     7,765       (25,745 )
Materials and supplies
    487       750       (6,234 )
Prepaid income taxes
    17,727       20,247       (40,059 )
Other current assets
    (1,923 )     (6,560 )     (2,498 )
Hurricane Katrina grant proceeds
    14,345       120,328        
Hurricane Katrina accounts payable
    (53 )     (50,512 )     (82,102 )
Other accounts payable
    (4,525 )     (30,419 )     40,255  
Accrued taxes
    (867 )     1,972       4,001  
Accrued compensation
    (1,993 )     (629 )     674  
Over recovered regulatory clause revenues
          (26,188 )     20,831  
Other current liabilities
    4,343       634       441  
 
Net cash provided from operating activities
    206,658       194,966       41,933  
 
Investing Activities:
                       
Property additions
    (144,925 )     (127,290 )     (158,084 )
Cost of removal net of salvage
    2,195       (9,420 )     (26,140 )
Construction payables
    8,027       (7,596 )     16,417  
Hurricane Katrina capital grant proceeds
    34,953       152,752        
Other
    (755 )     (1,992 )     (2,655 )
 
Net cash provided from (used for) investing activities
    (100,505 )     6,454       (170,462 )
 
Financing Activities:
                       
Increase (decrease) in notes payable, net
    (41,433 )     (150,746 )     202,124  
Proceeds —
                       
Senior notes
    35,000             30,000  
Gross excess tax benefit of stock options
    572       669        
Capital contributions from parent company
    5,436       5,503       (25 )
Redemptions —
                       
First mortgage bonds
                (30,000 )
Other long-term debt
    (36,082 )            
Payment of preferred stock dividends
    (1,733 )     (1,733 )     (1,733 )
Payment of common stock dividends
    (67,300 )     (65,200 )     (62,000 )
Other
                (2,481 )
 
Net cash provided from (used for) financing activities
    (105,540 )     (211,507 )     135,885  
 
Net Change in Cash and Cash Equivalents
    613       (10,087 )     7,356  
Cash and Cash Equivalents at Beginning of Year
    4,214       14,301       6,945  
 
Cash and Cash Equivalents at End of Year
  $ 4,827     $ 4,214     $ 14,301  
 
Supplemental Cash Flow Information:
                       
Cash paid during the period for —
                       
Interest (net of $12, $- and $- capitalized, respectively)
  $ 16,164     $ 29,288     $ 13,499  
Income taxes (net of refunds)
    67,453       75,209       (40,801 )
 
The accompanying notes are an integral part of these financial statements.

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BALANCE SHEETS
At December 31, 2007 and 2006
Mississippi Power Company 2007 Annual Report
                 
 
Assets   2007     2006  
 
      (in thousands)
 
               
Current Assets:
               
Cash and cash equivalents
  $ 4,827     $ 4,214  
Receivables —
               
Customer accounts receivable
    43,946       42,099  
Unbilled revenues
    23,163       23,807  
Under recovered regulatory clause revenues
    40,545       50,778  
Other accounts and notes receivable
    5,895       5,870  
Insurance receivable
          20,551  
Affiliated companies
    11,838       23,696  
Accumulated provision for uncollectible accounts
    (924 )     (855 )
Fossil fuel stock, at average cost
    47,466       42,679  
Materials and supplies, at average cost
    27,440       27,927  
Prepaid income taxes
    5,735       22,031  
Other regulatory assets
    32,234       42,391  
Other
    12,687       15,091  
 
Total current assets
    254,852       320,279  
 
Property, Plant, and Equipment:
               
In service
    2,130,835       2,054,151  
Less accumulated provision for depreciation
    880,148       836,922  
 
 
    1,250,687       1,217,229  
Construction work in progress
    50,015       40,608  
 
Total property, plant, and equipment
    1,300,702       1,257,837  
 
Other Property and Investments
    9,556       4,636  
 
Deferred Charges and Other Assets:
               
Deferred charges related to income taxes
    8,867       9,280  
Prepaid pension costs
    66,099       36,424  
Other regulatory assets
    62,746       61,086  
Other
    24,843       18,834  
 
Total deferred charges and other assets
    162,555       125,624  
 
Total Assets
  $ 1,727,665     $ 1,708,376  
 
The accompanying notes are an integral part of these financial statements.

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BALANCE SHEETS
At December 31, 2007 and 2006
Mississippi Power Company 2007 Annual Report
                 
 
Liabilities and Stockholder’s Equity   2007     2006  
 
      (in thousands)
 
               
Current Liabilities:
               
Securities due within one year
  $ 1,138     $  
Notes payable
    9,944       51,377  
Accounts payable —
               
Affiliated
    40,394       24,615  
Other
    60,758       73,236  
Customer deposits
    9,640       8,676  
Accrued taxes —
               
Income taxes
          4,171  
Other
    48,853       50,346  
Accrued interest
    2,713       2,332  
Accrued compensation
    21,965       23,958  
Plant Daniel capacity
          5,659  
Other regulatory liabilities
    11,082       11,386  
Other
    23,882       28,880  
 
Total current liabilities
    230,369       284,636  
 
Long-term Debt (See accompanying statements)
    281,963       278,635  
 
Deferred Credits and Other Liabilities:
               
Accumulated deferred income taxes
    206,818       236,202  
Deferred credits related to income taxes
    15,156       16,218  
Accumulated deferred investment tax credits
    15,254       16,402  
Employee benefit obligations
    88,300       92,403  
Other cost of removal obligations
    90,485       82,397  
Other regulatory liabilities
    119,458       22,559  
Other
    33,252       56,324  
 
Total deferred credits and other liabilities
    568,723       522,505  
 
Total Liabilities
    1,081,055       1,085,776  
 
Preferred Stock (See accompanying statements)
    32,780       32,780  
 
Common Stockholder’s Equity (See accompanying statements)
    613,830       589,820  
 
Total Liabilities and Stockholder’s Equity
  $ 1,727,665     $ 1,708,376  
 
Commitments and Contingent Matters (See notes)
               
 
The accompanying notes are an integral part of these financial statements.

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STATEMENTS OF CAPITALIZATION
At December 31, 2007 and 2006
Mississippi Power Company 2007 Annual Report
                                 
 
    2007     2006     2007     2006  
 
    (in thousands)     (percent of total)  
 
                               
Long-Term Debt:
                               
Long-term debt payable to affiliated trust —
                               
7.20% due 2041
  $     $ 36,082                  
 
Long-term notes payable —
                               
5.4% to 5.625% due 2017-2035
    155,000     120,000                  
Adjustable rates (5.33% at 1/1/08) due 2009
    40,000       40,000                  
 
Total long-term notes payable
    195,000       160,000                  
 
Other long-term debt —
                               
Pollution control revenue bonds:
                               
Variable rates (3.77% to 4.05% at 1/1/08) due 2020-2028
    82,695       82,695                  
 
Capitalized lease obligations
    5,768                        
 
Unamortized debt discount
    (362 )     (142 )                
 
Total long-term debt (annual interest requirement — $14.4 million)
    283,101       278,635                  
 
Less amount due within one year
    1,138                        
 
Long-term debt excluding amount due within one year
    281,963       278,635       30.4 %     31.0 %
 
Cumulative Preferred Stock:
                               
$100 par value
                               
Authorized: 1,244,139 shares
                               
Outstanding: 334,210 shares
                               
    4.40% to 5.25% (annual dividend requirement — $1.7 million)
    32,780       32,780       3.5       3.6  
 
Common Stockholder’s Equity:
                               
Common stock, without par value —
                               
Authorized: 1,130,000 shares
                               
Outstanding: 1,121,000 shares
    37,691       37,691                  
Paid-in capital
    314,324       307,019                  
Retained earnings
    261,242       244,511                  
Accumulated other comprehensive income (loss)
    573       599                  
 
Total common stockholder’s equity
    613,830       589,820       66.1       65.4  
 
Total Capitalization
  $ 928,573     $ 901,235       100.0 %     100.0 %
 
The accompanying notes are an integral part of these financial statements.

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STATEMENTS OF COMMON STOCKHOLDER’S EQUITY
For the Years Ended December 31, 2007, 2006, and 2005
Mississippi Power Company 2007 Annual Report
                                         
 
                            Other    
    Common   Paid-In   Retained   Comprehensive    
    Stock   Capital   Earnings   Income (Loss)   Total
 
    (in thousands)
 
                                       
Balance at December 31, 2004
  $ 37,691     $ 295,837     $ 215,893     $ (3,584 )   $ 545,837  
Net income after dividends on preferred stock
                73,808             73,808  
Capital contributions from parent company
          3,699                   3,699  
Other comprehensive income (loss)
                      (184 )     (184 )
Cash dividends on common stock
                (62,000 )           (62,000 )
 
Balance at December 31, 2005
    37,691       299,536       227,701       (3,768 )     561,160  
Net income after dividends on preferred stock
                82,010             82,010  
Capital contributions from parent company
          7,483                   7,483  
Other comprehensive income (loss)
                      (180 )     (180 )
Adjustment to initially apply FASB Statement No. 158, net of tax
                      4,547       4,547  
Cash dividends on common stock
                (65,200 )           (65,200 )
 
Balance at December 31, 2006
    37,691       307,019       244,511       599       589,820  
Net income after dividends on preferred stock
                84,031             84,031  
Capital contributions from parent company
          7,333                   7,333  
Other comprehensive income (loss)
                      (26 )     (26 )
Cash dividends on common stock
                (67,300 )           (67,300 )
Other
          (28 )                 (28 )
 
Balance at December 31, 2007
  $ 37,691     $ 314,324     $ 261,242     $ 573     $ 613,830  
 
The accompanying notes are an integral part of these financial statements.
STATEMENTS OF COMPREHENSIVE INCOME
For the Years Ended December 31, 2007, 2006, and 2005
Mississippi Power Company 2007 Annual Report
                         
 
    2007     2006     2005  
 
      (in thousands)
Net income after dividends on preferred stock
  $ 84,031     $ 82,010     $ 73,808  
 
Other comprehensive income (loss):
                       
Qualifying hedges:
                       
Changes in fair value, net of tax of $(16), $502, and $53, respectively
    (26 )     810       85  
Pension and other postretirement benefit plans:
                       
Change in additional minimum pension liability, net of tax of $-, $(614), and $(167), respectively
          (990 )     (269 )
 
Total other comprehensive income (loss)
    (26 )     (180 )     (184 )
 
Comprehensive Income
  $ 84,005     $ 81,830     $ 73,624  
 
The accompanying notes are an integral part of these financial statements.

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NOTES TO FINANCIAL STATEMENTS
Mississippi Power Company 2007 Annual Report
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
General
Mississippi Power Company (the Company) is a wholly owned subsidiary of Southern Company, which is the parent company of four traditional operating companies, Southern Power Company (Southern Power), Southern Company Services, Inc. (SCS), Southern Communications Services, Inc. (SouthernLINC Wireless), Southern Company Holdings, Inc. (Southern Holdings), Southern Nuclear Operating Company, Inc. (Southern Nuclear), and other direct and indirect subsidiaries. The traditional operating companies, Alabama Power, Georgia Power, Gulf Power, and the Company, provide electric service in four Southeastern states. The Company operates as a vertically integrated utility providing service to retail customers in southeast Mississippi and to wholesale customers in the Southeast. Southern Power constructs, acquires, and manages generation assets, and sells electricity at market-based rates in the wholesale market. SCS, the system service company, provides, at cost, specialized services to Southern Company and its subsidiary companies. SouthernLINC Wireless provides digital wireless communications services to the traditional operating companies and also markets these services to the public and provides fiber cable services within the Southeast. Southern Holdings is an intermediate holding company subsidiary for Southern Company’s investments in synthetic fuels and leveraged leases and various other energy- related businesses. The investments in synthetic fuels ended on December 31, 2007. Southern Nuclear operates and provides services to Southern Company’s nuclear power plants.
The equity method is used for entities in which the Company has significant influence but does not control and for variable interest entities where the Company is not the primary beneficiary.
The Company is subject to regulation by the Federal Energy Regulatory Commission (FERC) and the Mississippi Public Service Commission (PSC). The Company follows accounting principles generally accepted in the United States and complies with the accounting policies and practices prescribed by its regulatory commissions. The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires the use of estimates, and the actual results may differ from those estimates.
Reclassifications
Certain prior years’ data presented in the financial statements have been reclassified to conform with current year presentation. These reclassifications had no effect on total assets, net income, or cash flows.
The balance sheets and statements of cash flows have been modified to combine “Long-term Debt Payable to Affiliated Trust” into “Long-term Debt.” Correspondingly, the statements of income were modified to report “Interest expense to affiliate trust” together with “Interest expense, net of amounts capitalized.”
Affiliate Transactions
The Company has an agreement with SCS under which the following services are rendered to the Company at direct or allocated cost: general and design engineering, purchasing, accounting and statistical analysis, finance and treasury, tax, information resources, marketing, auditing, insurance and pension administration, human resources, systems and procedures, and other services with respect to business and operations and power pool transactions. Costs for these services amounted to $71.8 million, $55.2 million, and $51.6 million during 2007, 2006, and 2005, respectively. Cost allocation methodologies used by SCS were approved by the Securities and Exchange Commission prior to the repeal of the Public Utility Holding Company Act of 1935, as amended, and management believes they are reasonable. The FERC permits services to be rendered at cost by system service companies.
The Company provides incidental services to and receives such services from other Southern Company subsidiaries which are generally minor in duration and amount. However, with the hurricane damage experienced in recent years, assistance for storm restoration has caused an increase in these activities. The total amount of storm restoration provided to Alabama Power, Georgia Power, and Gulf Power in 2005 was $1.0 million. These activities were billed at cost. The Company received storm restoration assistance from other Southern Company subsidiaries totaling $1.5 million and $73.5 million in 2006 and 2005, respectively.
The Company has an agreement with Alabama Power under which the Company owns a portion of Greene County Steam Plant. Alabama Power operates Greene County Steam Plant, and the Company reimburses Alabama Power for its proportionate share of all associated expenditures and costs. The Company reimbursed Alabama Power for the Company’s proportionate share of related expenses which totaled $9.8 million, $8.6 million, and $8.2 million in 2007, 2006, and 2005, respectively. The Company also has an

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NOTES (continued)
Mississippi Power Company 2007 Annual Report
agreement with Gulf Power under which Gulf Power owns a portion of Plant Daniel. The Company operates Plant Daniel, and Gulf Power reimburses the Company for its proportionate share of all associated expenditures and costs. Gulf Power reimbursed the Company for Gulf Power’s proportionate share of related expenses which totaled $23.1 million, $19.7 million, and $19.5 million in 2007, 2006, and 2005, respectively. See Notes 4 and 5 for additional information on certain deferred tax liabilities payable to affiliates.
The traditional operating companies, including the Company, and Southern Power may jointly enter into various types of wholesale energy, natural gas, and certain other contracts, either directly or through SCS, as agent. Each participating company may be jointly and severally liable for the obligations incurred under these agreements. See Note 7 under “Fuel Commitments” for additional information.
Regulatory Assets and Liabilities
The Company is subject to the provisions of Financial Accounting Standards Board (FASB) Statement No. 71, “Accounting for the Effects of Certain Types of Regulation” (SFAS No. 71). Regulatory assets represent probable future revenues associated with certain costs that are expected to be recovered from customers through the ratemaking process. Regulatory liabilities represent probable future reductions in revenues associated with amounts that are expected to be credited to customers through the ratemaking process.
Regulatory assets and (liabilities) reflected in the balance sheets at December 31 relate to:
                         
    2007   2006   Note
 
    (in thousands)
Hurricane Katrina
  $ (143 )   $ 4,683       (a )
Underfunded retiree benefit plans
    28,331       38,814       (b )
Property damage
    (63,804 )     (4,356 )     (c )
Deferred income tax charges
    9,486       9,860       (d )
Property tax
    15,043       18,264       (e )
Transmission & distribution deferral
    9,468             (f )
Vacation pay
    7,736       7,078       (g )
Loss on reacquired debt
    9,906       9,626       (h )
Loss on redeemed preferred stock
    571       743       (i )
Loss on rail cars
    274       344       (h )
Other regulatory assets
    12,028       4,798       (c )
Fuel-hedging assets
    3,298       12,252       (j )
Asset retirement obligations
    7,705       6,954       (d )
Deferred income tax credits
    (17,654 )     (18,238 )     (d )
Other cost of removal obligations
    (90,485 )     (82,397 )     (d )
Plant Daniel capacity
          (5,659 )     (k )
Fuel-hedging liabilities
    (4,102 )     (3,644 )     (j )
Other liabilities
    (6,596 )     (2,606 )     (c )
Overfunded retiree benefit plans
    (53,396 )     (21,319 )     (b )
 
Total
  $ (132,334 )   $ (24,803 )        
 
Note:   The recovery and amortization periods for these regulatory assets and (liabilities) are as follows:
(a)   For additional information, see Note 3 under “Retail Regulatory Matters — Storm Damage Cost Recovery.”
 
(b)   Recovered and amortized over the average remaining service period which may range up to 14 years. See Note 2 under “Retirement Benefits.”
 
(c)   Recorded and recovered as approved by the Mississippi PSC.
 
(d)   Asset retirement and removal liabilities are recorded, deferred income tax assets are recovered and deferred tax liabilities are amortized over the related property lives, which may range up to 50 years. Asset retirement and removal liabilities will be settled and trued up following completion of the related activities.
 
(e)   Recovered through the ad valorem tax adjustment clause over a 12-month period beginning in April of the following year.
 
(f)   Amortized over a four-year period ending 2011.
 
(g)   Recorded as earned by employees and recovered as paid, generally within one year.

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NOTES (continued)
Mississippi Power Company 2007 Annual Report
(h)   Recovered over the remaining life of the original issue or, if refinanced, over the life of the new issue, which may range up to 50 years.
 
(i)   Amortized over a period beginning in 2004 that is not to exceed seven years.
 
(j)   Fuel-hedging assets and liabilities are recorded over the life of the underlying hedged purchase contracts, which generally do not exceed two years. Upon final settlement, costs are recovered through the Energy Cost Management clause (ECM).
 
(k)   Amortized over a four-year period which ended in 2007.
In the event that a portion of the Company’s operations is no longer subject to the provisions of SFAS No. 71, the Company would be required to write off related regulatory assets and liabilities that are not specifically recoverable through regulated rates. In addition, the Company would be required to determine if any impairment to other assets, including plant, exists and write down the assets, if impaired, to their fair values. All regulatory assets and liabilities are to be reflected in rates. See Note 3 under “Retail Regulatory Matters — Storm Damage Cost Recovery.”
Government Grants
The Company received a grant in October 2006 from the Mississippi Development Authority (MDA) for $276.4 million, primarily for storm damage cost recovery. On June 1, 2007, the Company received a grant payment of $85.2 million from the State of Mississippi related to storm restoration costs to be incurred and to increase the property damage reserve. In the fourth quarter 2007, the Company received additional grant payments totaling $24.1 million for expenditures incurred to date for construction of a new storm operations center. The grant proceeds do not represent a future obligation of the Company. The portion of any grants received related to retail storm recovery is applied to the retail regulatory asset that is established as restoration costs are incurred. The portion related to wholesale storm recovery is recorded either as a reduction to operations and maintenance expense or as a reduction in accumulated depreciation depending on the restoration work performed and the appropriate allocations of cost of service.
Revenues
Energy and other revenues are recognized as services are rendered. Wholesale capacity revenues from long-term contracts are recognized at the lesser of the levelized amount or the amount billable under the contract over the respective contract period. Unbilled revenues related to retail sales are accrued at the end of each fiscal period. The Company’s retail and wholesale rates include provisions to adjust billings for fluctuations in fuel costs, fuel hedging, the energy component of purchased power costs, and certain other costs. Retail rates also include provisions to adjust billings for fluctuations in costs for ad valorem taxes and certain qualifying environmental costs. Revenues are adjusted for differences between these actual costs and amounts billed in current regulated rates. Under or over recovered regulatory clause revenues are recorded in the balance sheets and are recovered or returned to customers through adjustments to the billing factors. The Company is required to file with the Mississippi PSC for an adjustment to the fuel cost recovery factor annually.
The Company has a diversified base of customers. For years ended December 31, 2007, and December 31, 2006, no single customer or industry comprises 10% or more of revenue. For all periods presented, uncollectible accounts averaged less than 1% of revenues.
Fuel Costs
Fuel costs are expensed as the fuel is used. Fuel expense generally includes the cost of purchased emission allowances as they are used. Fuel costs also included gains and/or losses from fuel hedging programs as approved by the Mississippi PSC.
Income and Other Taxes
The Company uses the liability method of accounting for deferred income taxes and provides deferred income taxes for all significant income tax temporary differences. Investment tax credits utilized are deferred and amortized to income over the average life of the related property. Taxes that are collected from customers on behalf of governmental agencies to be remitted to these agencies are presented net on the statements of income.
In accordance with FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes” (FIN 48), the Company recognizes tax positions that are “more likely than not” of being sustained upon examination by the appropriate taxing authorities. See Note 5 under “Unrecognized Tax Benefits” for additional information on the effect of adopting FIN 48.

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Property, Plant, and Equipment
Property, plant, and equipment is stated at original cost less regulatory disallowances and impairments. Original cost includes: materials; labor; minor items of property; appropriate administrative and general costs; payroll-related costs such as taxes, pensions, and other benefits; and the interest capitalized and/or cost of funds used during construction for projects over $10 million.
The Company’s property, plant, and equipment consisted of the following at December 31:
                 
    2007   2006
 
    (in thousands)
Generation
  $ 874,585     $ 847,904  
Transmission
    420,392       414,490  
Distribution
    688,715       648,304  
General
    147,143       143,453  
 
Total plant in service
  $ 2,130,835     $ 2,054,151  
 
The cost of replacements of property, exclusive of minor items of property, is capitalized. The cost of maintenance, repairs, and replacement of minor items of property is charged to maintenance expense except for the cost of maintenance of coal cars and a portion of the railway track maintenance costs, which are charged to fuel stock and recovered through the Company’s fuel clause.
Depreciation and Amortization
Depreciation of the original cost of plant in service is provided primarily by using composite straight-line rates, which approximated 3.3%, 3.2%, and 3.4% in 2007, 2006, and 2005, respectively. Depreciation studies are conducted periodically to update the composite rates. In March 2006, the Mississippi PSC approved the study filed by the Company in 2005, with new rates effective January 1, 2006. The new depreciation rates did not result in a material change to annual depreciation expense. When property subject to depreciation is retired or otherwise disposed of in the normal course of business, its cost, together with the cost of removal, less salvage, is charged to the accumulated depreciation provision. Minor items of property included in the original cost of the plant are retired when the related property unit is retired. Depreciation expense includes an amount for the expected cost of removal of facilities.
In January 2006, the Mississippi PSC issued an accounting order directing the Company to exclude from its calculation of depreciation expense approximately $1.2 million related to capitalized Hurricane Katrina costs since these costs will be recovered separately.
In December 2003, the Mississippi PSC issued an interim accounting order directing the Company to expense and record a regulatory liability of $60.3 million while it considered the Company’s request to include 266 megawatts of Plant Daniel Units 3 and 4 generating capacity in jurisdictional cost of service. In May 2004, the Mississippi PSC approved the Company’s request effective January 1, 2004, and ordered the Company to amortize the regulatory liability previously established to reduce depreciation and amortization expenses as follows: $16.5 million in 2004, $25.1 million in 2005, $13.0 million in 2006, and $5.7 million in 2007.
Asset Retirement Obligations and Other Costs of Removal
Asset retirement obligations are computed as the present value of the ultimate costs for an asset’s future retirement and are recorded in the period in which the liability is incurred. The costs are capitalized as part of the related long-lived asset and depreciated over the asset’s useful life. The Company has received accounting guidance from the Mississippi PSC allowing the continued accrual of other future retirement costs for long-lived assets that the Company does not have a legal obligation to retire. Accordingly, the accumulated removal costs for these obligations will continue to be reflected in the balance sheets as a regulatory liability.
The Company has retirement obligations related to various landfill sites and underground storage tanks. In connection with the adoption of FASB Interpretation No. 47, “Accounting for Conditional Asset Retirement Obligations” (FIN 47), the Company also recorded additional asset retirement obligations (and assets) of $9.5 million, primarily related to asbestos. The Company also has identified retirement obligations related to certain transmission and distribution facilities, co-generation facilities, certain wireless communication towers, and certain structures authorized by the United States Army Corps of Engineers. However, liabilities for the removal of these assets have not been recorded because the range of time over which the Company may settle these obligations is unknown and cannot be reasonably estimated. The Company will continue to recognize in the statements of income allowed removal costs in accordance with its regulatory treatment. Any differences between costs recognized under FASB Statement No. 143, “Accounting for Asset Retirement Obligations” (SFAS No. 143) and FIN 47 and those reflected in rates are recognized as either a regulatory asset or liability, as ordered by the Mississippi PSC, and are reflected in the balance sheets.

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Details of the asset retirement obligations included in the balance sheets are as follows:
                 
    2007     2006  
 
    (in millions)  
Balance, beginning of year
  $ 15.8     $ 15.4  
Liabilities incurred
    0.6        
Liabilities settled
          (0.1 )
Accretion
    0.9       0.8  
Cash flow revisions
          (0.3 )
 
Balance, end of year
  $ 17.3     $ 15.8  
 
Impairment of Long-Lived Assets and Intangibles
The Company evaluates long-lived assets for impairment when events or changes in circumstances indicate that the carrying value of such assets may not be recoverable. The determination of whether an impairment has occurred is based on either a specific regulatory disallowance or an estimate of undiscounted future cash flows attributable to the assets, as compared with the carrying value of the assets. If an impairment has occurred, the amount of the impairment recognized is determined by either the amount of regulatory disallowance or by estimating the fair value of the asset and recording a loss for the amount if the carrying value is greater than the fair value. For assets identified as held for sale, the carrying value is compared to the estimated fair value less the cost to sell in order to determine if an impairment loss is required. Until the assets are disposed of, their estimated fair value is re-evaluated when circumstances or events change.
Provision for Property Damage
The Company carries insurance for the cost of certain types of damage to generation plants and general property. However, the Company is self-insured for the cost of storm, fire, and other uninsured casualty damage to its property, including transmission and distribution facilities. As permitted by the Mississippi PSC and the FERC, the Company accrues for the cost of such damage through an annual expense accrual credited to a regulatory liability account. The cost of repairing actual damage resulting from such events that individually exceed $50,000 is charged to the reserve. A 1999 Mississippi PSC order allowed the Company to accrue $1.5 million to $4.6 million to the reserve annually, with a maximum reserve totaling $23 million. In October 2006, in conjunction with the Mississippi PSC Hurricane Katrina-related financing order, the Mississippi PSC ordered the Company to cease all accruals to the retail property damage reserve until a new reserve cap is established. However, in the same financing order, the Mississippi PSC approved the replenishment of the property damage reserve with $60 million to be funded with a portion of the proceeds of bonds to be issued by the Mississippi Development Bank on behalf of the State of Mississippi and reported as liabilities by the State of Mississippi. The Company received the $60 million bond proceeds in June 2007. The Company accrued $0.2 million in 2007, $1.2 million in 2006, and $1.5 million in 2005. The Company made no discretionary accruals in 2007 and 2006 as a result of the order. See Note 3 under “Storm Damage Cost Recovery” and “System Restoration Rider” for additional information regarding the depletion of these reserves following Hurricane Katrina and the deferral of additional costs, as well as additional rate riders or other cost recovery mechanisms which have and/or may be approved by the Mississippi PSC to recover the deferred costs and accrue reserves.
Cash and Cash Equivalents
For purposes of the financial statements, temporary cash investments are considered cash equivalents. Temporary cash investments are securities with original maturities of 90 days or less.
Materials and Supplies
Generally, materials and supplies include the average cost of transmission, distribution, and generating plant materials. Materials are charged to inventory when purchased and then expensed or capitalized to plant, as appropriate, when installed or used.
Fuel Inventory
Fuel inventory includes the average costs of oil, coal, natural gas, and emission allowances. Fuel is charged to inventory when purchased and then expensed as used and recovered by the Company through fuel cost recovery rates approved by the Mississippi PSC. Emission allowances granted by the Environmental Protection Agency (EPA) are included in inventory at zero cost.

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Stock Options
Southern Company provides non-qualified stock options to a large segment of the Company’s employees ranging from line management to executives. Prior to January 1, 2006, the Company accounted for options granted in accordance with Accounting Principles Board Opinion No. 25; thus, no compensation expense was recognized because the exercise price of all options granted equaled the fair market value on the date of the grant.
Effective January 1, 2006, the Company adopted the fair value recognition provisions of FASB Statement No. 123(R), “Share-Based Payment” (SFAS No. 123(R)), using the modified prospective method. Under that method, compensation cost for the years ended December 31, 2007 and 2006, was recognized as the requisite service was rendered and included: (a) compensation cost for the portion of share-based awards granted prior to and that were outstanding as of January 1, 2006, for which the requisite service had not been rendered, based on the grant-date fair value of those awards as calculated in accordance with the original provisions of FASB Statement No. 123, “Accounting for Stock-Based Compensation,” and (b) compensation cost for all share-based awards granted subsequent to January 1, 2006, based on the grant-date fair value estimated in accordance with the provisions of SFAS No. 123(R). Results for prior periods have not been restated.
The compensation cost and tax benefits related to the grant and exercise of Southern Company stock options to the Company’s employees are recognized in the Company’s financial statements with a corresponding credit to equity, representing a capital contribution from Southern Company.
For the Company, the adoption of SFAS No. 123(R) resulted in a reduction in earnings before income taxes and net income of $1.0 million and $0.6 million, respectively, for the year ended December 31, 2007, and $1.1 million and $0.7 million, respectively, for the year ended December 31, 2006. Additionally, SFAS No. 123(R) requires the gross excess tax benefit from stock option exercises to be reclassified as a financing cash flow as opposed to an operating cash flow; the reduction in operating cash flows and the increase in financing cash flows for the years ended December 31, 2007 and 2006, was $0.6 and $0.7 million, respectively.
For the year ended December 31, 2005, prior to the adoption of SFAS No. 123(R), the pro forma impact on net income of fair-value accounting for options granted on net income was as follows:
                         
2005   As Reported   Option Impact After Tax   Pro Forma
 
    (in thousands)
Net Income
  $ 73,808     $ (648 )   $ 73,160  
Because historical forfeitures have been insignificant and are expected to remain insignificant, no forfeitures were assumed in the calculation of compensation expense; rather they are recognized when they occur.
The estimated fair values of stock options granted in 2007, 2006, and 2005 were derived using the Black-Scholes stock option pricing model. Expected volatility was based on historical volatility of Southern Company’s stock over a period equal to the expected term. The Company used historical exercise data to estimate the expected term that represents the period of time that options granted to employees are expected to be outstanding. The risk-free rate was based on the U.S. Treasury yield curve in effect at the time of grant that covers the expected term of the stock options.
The following table shows the assumptions used in the pricing model and the weighted average grant-date fair value of stock options granted:
                         
Year Ended December 31   2007     2006     2005  
 
Expected volatility
    14.8 %     16.9 %     17.9 %
Expected term (in years)
    5.0       5.0       5.0  
Interest rate
    4.6 %     4.6 %     3.9 %
Dividend yield
    4.3 %     4.4 %     4.4 %
Weighted average grant-date fair value
  $ 4.12     $ 4.15     $ 3.90  
Financial Instruments
The Company uses derivative financial instruments to limit exposure to fluctuations in the prices of certain fuel purchases and electricity purchases and sales. All derivative financial instruments are recognized as either assets or liabilities and are measured at

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fair value. Substantially all of the Company’s bulk energy purchases and sales contracts that meet the definition of a derivative are exempt from fair value accounting requirements and are accounted for under the accrual method. Other derivative contracts qualify as cash flow hedges of anticipated transactions or are recoverable through the Mississippi PSC approved fuel hedging program as discussed below. This results in the deferral of related gains and losses in other comprehensive income or regulatory assets and liabilities, respectively, as appropriate until the hedged transactions occur. Any ineffectiveness arising from cash flow hedges is recognized currently in net income. Other derivative contracts are marked to market through current period income and are recorded on a net basis in the statements of income.
The Mississippi PSC has approved the Company’s request to implement an ECM which, among other things, allows the Company to utilize financial instruments to hedge its fuel commitments. Changes in the fair value of these financial instruments are recorded as regulatory assets or liabilities. Amounts paid or received as a result of financial settlement of these instruments are classified as fuel expense and are included in the ECM factor applied to customer billings. The Company’s jurisdictional wholesale customers have a similar ECM mechanism, which has been approved by the FERC.
The Company is exposed to losses related to financial instruments in the event of counterparties’ nonperformance. The Company has established controls to determine and monitor the creditworthiness of counterparties in order to mitigate the Company’s exposure to counterparty credit risk.
Other financial instruments for which the carrying amounts did not equal the fair values at December 31 were as follows:
                 
    Carrying Amount   Fair Value
 
    (in thousands)
Long-term debt:
               
2007
  $ 277,333     $ 270,897  
2006
    278,635       275,745  
The fair values were based on either closing market prices or closing prices of comparable instruments.
Comprehensive Income
The objective of comprehensive income is to report a measure of all changes in common stock equity of an enterprise that result from transactions and other economic events of the period other than transactions with owners. Comprehensive income consists of net income, changes in the fair value of qualifying cash flow hedges, and prior to the adoption of SFAS No.158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans” (SFAS No. 158) the minimum pension liability, less income taxes and reclassifications for amounts included in net income.
Variable Interest Entities
The primary beneficiary of a variable interest entity must consolidate the related assets and liabilities. The Company has established a wholly-owned trust to issue preferred securities. See Note 6 under “Long-Term Debt Payable to Affiliated Trust” for additional information. However, the Company is not considered the primary beneficiary of the trust. Therefore, the investments in this trust are reflected as Other Investments and the related loan from the trust is included in Long-term Debt in the balance sheets. During 2007 the Company redeemed its last remaining series of preferred securities, which totaled $36 million.
2. RETIREMENT BENEFITS
The Company has a defined benefit, trusteed pension plan covering substantially all employees. The plan is funded in accordance with requirements of the Employee Retirement Income Security Act of 1974, as amended (ERISA). No contributions to the plan are expected for the year ending December 31, 2008. The Company also provides certain defined benefit pension plans for a selected group of management and highly compensated employees. Benefits under these non-qualified plans are funded on a cash basis. In addition, the Company provides certain medical care and life insurance benefits for retired employees through other postretirement benefit plans. The Company funds related trusts to the extent required by the FERC. For the year ending December 31, 2008, postretirement trust contributions are expected to total approximately $0.2 million.

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The measurement date for plan assets and obligations is September 30 for each year presented. Pursuant to SFAS No. 158, the Company will be required to change the measurement date for its defined benefit postretirement plans from September 30 to December 31 beginning with the year ending December 31, 2008.
Pension Plans
The total accumulated benefit obligation for the pension plans was $240 million and $233 million for 2007 and 2006, respectively. Changes during the year in the projected benefit obligations and fair value of plan assets were as follows:
                 
    2007   2006
 
    (in thousands)
Change in benefit obligation
               
Benefit obligation at beginning of year
  $ 250,543     $ 255,037  
Service cost
    6,934       7,207  
Interest cost
    14,767       13,727  
Benefits paid
    (11,529 )     (11,288 )
Actuarial loss and employee transfers
    (6,001 )     (13,987 )
Amendments
    2,189       (153 )
 
Balance at end of year
    256,903       250,543  
 
Change in plan assets
               
Fair value of plan assets at beginning of year
    267,276       246,271  
Actual return on plan assets
    43,849       30,985  
Employer contributions
    1,270       1,308  
Benefits paid
    (11,529 )     (11,288 )
 
Fair value of plan assets at end of year
    300,866       267,276  
 
Funded status at end of year
    43,963       16,733  
Fourth quarter contributions
    423       433  
 
Prepaid pension asset, net
  $ 44,386     $ 17,166  
 
At December 31, 2007, the projected benefit obligations for the qualified and non-qualified pension plans were $234.8 million and $22.1 million, respectively. All plan assets are related to the qualified pension plan.
Pension plan assets are managed and invested in accordance with all applicable requirements, including ERISA and the Internal Revenue Code of 1986, as amended (Internal Revenue Code). The Company’s investment policy covers a diversified mix of assets, including equity and fixed income securities, real estate, and private equity. Derivative instruments are used primarily as hedging tools but may also be used to gain efficient exposure to the various asset classes. The Company primarily minimizes the risk of large losses through diversification but also monitors and manages other aspects of risk. The actual composition of the Company’s pension plan assets as of the end of the year, along with the targeted mix of assets, is presented below:
                         
    Target     2007     2006  
 
Domestic equity
    36 %     38 %     38 %
International equity
    24       24       23  
Fixed income
    15       15       16  
Real estate
    15       16       16  
Private equity
    10       7       7  
 
Total
    100 %     100 %     100 %
 

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Amounts recognized in the balance sheets related to the Company’s pension plan consist of the following:
                 
    2007   2006
 
    (in thousands)
Prepaid pension costs
  $ 66,099     $ 36,424  
Other regulatory assets
    11,114       9,707  
Current liabilities, other
    (1,393 )     (1,209 )
Other regulatory liabilities
    (53,396 )     (21,319 )
Employee benefit obligations
    (20,320 )     (18,049 )
Presented below are the amounts included in regulatory assets and regulatory liabilities at December 31, 2007 and December 31, 2006, related to the defined benefit pension plans that have not yet been recognized in net periodic pension cost along with the estimated amortization of such amounts for the next fiscal year.
                 
    Prior Service Cost   Net(Gain)/Loss
 
    (in thousands)
Balance at December 31, 2007:
               
Regulatory asset
  $ 2,674     $ 8,440  
Regulatory liabilities
    10,212       (63,608 )
 
Total
  $ 12,886     $ (55,168 )
 
Balance at December 31, 2006:
               
Regulatory asset
  $ 798     $ 8,909  
Regulatory liabilities
    11,488       (32,807 )
 
Total
  $ 12,286     $ (23,898 )
 
Estimated amortization in net periodic pension cost in 2008:
               
Regulatory asset
  $ 413     $ 595  
Regulatory liabilities
    1,277       (129 )
 
Total
  $ 1,690     $ 466  
 
The changes in the balances of regulatory assets and regulatory liabilities related to the defined benefit pension plans for the year ended December 31, 2007, are presented in the following table:
                 
    Regulatory   Regulatory
    Assets   Liabilities
 
    (in thousands)
Beginning balance
  $ 9,707     $ (21,319 )
Net (gain)/loss
    166       (30,800 )
Change in prior service costs
    2,189        
Reclassification adjustments:
               
Amortization of prior service costs
    (314 )     (1,277 )
Amortization of net gain
    (634 )      
 
Total reclassification adjustments
    (948 )     (1,277 )
 
Total change
    1,407       (32,077 )
 
Ending balance
  $ 11,114     $ (53,396 )
 

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Components of net periodic pension cost (income) were as follows:
                         
    2007     2006     2005  
 
    (in thousands)  
Service cost
  $ 6,934     $ 7,207     $ 6,566  
Interest cost
    14,767       13,727       13,089  
Expected return on plan assets
    (19,099 )     (18,107 )     (18,437 )
Recognized net (gain) loss
    634       773       526  
Net amortization
    1,591       1,013       937  
 
Net periodic pension cost
  $ 4,827     $ 4,613     $ 2,681  
 
Net periodic pension cost (income) is the sum of service cost, interest cost, and other costs netted against the expected return on plan assets. The expected return on plan assets is determined by multiplying the expected rate of return on plan assets and the market-related value of plan assets. In determining the market-related value of plan assets, the Company has elected to amortize changes in the market value of all plan assets over five years rather than recognize the changes immediately. As a result, the accounting value of plan assets that is used to calculate the expected return on plan assets differs from the current fair value of the plan assets.
Future benefit payments reflect expected future service and are estimated based on assumptions used to measure the projected benefit obligation for the pension plans. At December 31, 2007, estimated benefit payments were as follows:
         
    Benefit
    Payments
 
    (in thousands)
2008
  $ 12,145  
2009
    12,463  
2010
    12,838  
2011
    14,222  
2012
    15,037  
2013 to 2017
    93,004  
 

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Other Postretirement Benefits
Changes during the year in the accumulated postretirement benefit obligations (APBO) and in the fair value of plan assets were as follows:
                 
    2007     2006  
 
    (in thousands)  
Change in benefit obligation
               
Benefit obligation at beginning of year
  $ 89,673     $ 86,482  
Service cost
    1,372       1,520  
Interest cost
    5,254       4,654  
Benefits paid
    (3,754 )     (3,836 )
Actuarial (gain) loss
    (8,388 )     596  
Retiree drug subsidy
    338       257  
 
Balance at end of year
    84,495       89,673  
 
Change in plan assets
               
Fair value of plan assets at beginning of year
    23,689       22,759  
Actual return on plan assets
    3,470       2,290  
Employer contributions
    1,851       3,652  
Benefits paid
    (3,417 )     (5,012 )
 
Fair value of plan assets at end of year
    25,593       23,689  
 
Funded status at end of year
    (58,902 )     (65,984 )
Fourth quarter contributions
    906       1,421  
 
Accrued liability
  $ (57,996 )   $ (64,563 )
 
Other postretirement benefit plan assets are managed and invested in accordance with all applicable requirements, including ERISA and the Internal Revenue Code. The Company’s investment policy covers a diversified mix of assets, including equity and fixed income securities, real estate, and private equity. Derivative instruments are used primarily as hedging tools but may also be used to gain efficient exposure to the various asset classes. The Company primarily minimizes the risk of large losses through diversification but also monitors and manages other aspects of risk. The actual composition of the Company’s other postretirement benefit plan assets as of the end of the year, along with the targeted mix of assets, is presented below:
                         
    Target     2007     2006  
 
Domestic equity
    29 %     31 %     30 %
International equity
    20       20       18  
Fixed income
    31       30       34  
Real estate
    12       13       13  
Private equity
    8       6       5  
 
Total
    100 %     100 %     100 %
 
Amounts recognized in the balance sheets related to the Company’s other postretirement benefit plans consist of the following:
                 
    2007   2006
 
    (in thousands)
Regulatory assets
  $ 17,217     $ 29,107  
Employee benefit obligations
    (57,996 )     (64,563 )
 
Presented below are the amounts included in regulatory assets at December 31, 2007 and December 31, 2006, related to the other postretirement benefit plans that have not yet been recognized in net periodic postretirement benefit cost along with the estimated amortization of such amounts for 2008.

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    Prior Service   Net(Gain)/   Transition
    Cost   Loss   Obligation
 
    (in thousands)
Balance at December 31, 2007:
Regulatory assets
  $ 1,187     $ 14,180     $ 1,850  
 
 
Balance at December 31, 2006:
Regulatory assets
  $ 1,293     $ 25,618     $ 2,196  
 
 
Estimated amortization as net periodic postretirement benefit cost in 2008:
Regulatory assets
  $ 106     $ 614     $ 346  
 
The change in the balance of regulatory assets related to the postretirement benefit plans for the year ended December 31, 2007, is presented in the following table:
         
    Regulatory
    Assets
 
    (in thousands)
Beginning balance
  $ 29,107  
Net gain
    (10,256 )
Change in prior service costs
     
Reclassification adjustments:
       
Amortization of transition obligation
    (346 )
Amortization of prior service costs
    (106 )
Amortization of net gain
    (1,182 )
 
Total reclassification adjustments
    (1,634 )
 
Total change
    (11,890 )
 
Ending balance
  $ 17,217  
 
Components of the other postretirement benefit plans’ net periodic cost were as follows:
                         
    2007     2006     2005  
 
    (in thousands)  
Service cost
  $ 1,372     $ 1,520     $ 1,427  
Interest cost
    5,254       4,654       4,242  
Expected return on plan assets
    (1,673 )     (1,642 )     (1,563 )
Net amortization
    1,633       1,702       1,158  
 
Net postretirement cost
  $ 6,586     $ 6,234     $ 5,264  
 
The Medicare Prescription Drug, Improvement, and Modernization Act of 2003 (Medicare Act) provides a 28% prescription drug subsidy for Medicare eligible retirees. The effect of the subsidy reduced the Company’s expenses for the years ended December 31, 2007, 2006, and 2005 by approximately $1.8 million, $2.0 million, and $1.2 million, respectively.
Future benefit payments, including prescription drug benefits, reflect expected future service and are estimated based on assumptions used to measure the APBO for the postretirement plans. Estimated benefit payments are reduced by drug subsidy receipts expected as a result of the Medicare Act as follows:
                         
    Benefit Payments   Subsidy Receipts   Total
 
    (in thousands)
2008
  $ 4,316     $ (417 )   $ 3,899  
2009
    4,679       (484 )     4,195  
2010
    5,149       (552 )     4,597  
2011
    5,551       (629 )     4,922  
2012
    5,899       (720 )     5,179  
2013 to 2017
    34,598       (4,933 )     29,665  
 

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Actuarial Assumptions
The weighted average rates assumed in the actuarial calculations used to determine both the benefit obligations as of the measurement date and the net periodic costs for the pension and other postretirement benefit plans for the following year are presented below. Net periodic benefit costs were calculated in 2004 for the 2005 plan year using a discount rate of 5.75%.
                         
    2007     2006     2005  
 
Discount
    6.30 %     6.00 %     5.50 %
Annual salary increase
    3.75       3.50       3.00  
Long-term return on plan assets
    8.50       8.50       8.50  
 
The Company determined the long-term rate of return based on historical asset class returns and current market conditions, taking into account the diversification benefits of investing in multiple asset classes.
An additional assumption used in measuring the APBO was a weighted average medical care cost trend rate of 9.75% for 2008, decreasing gradually to 5.25% through the year 2015, and remaining at that level thereafter. An annual increase or decrease in the assumed medical care cost trend rate of 1% would affect the APBO and the service and interest cost components at December 31, 2007 as follows:
                 
    1 Percent   1 Percent
    Increase   Decrease
 
    (in thousands)
Benefit obligation
  $ 5,490     $ 4,688  
Service and interest costs
    428       343  
 
Employee Savings Plan
The Company also sponsors a 401(k) defined contribution plan covering substantially all employees. The Company provides an 85% matching contribution up to 6% of an employee’s base salary. Prior to November 2006, the Company matched employee contributions at a rate of 75% up to 6% of the employee’s base salary. Total matching contributions made to the plan for 2007, 2006, and 2005 were $3.5 million, $3.0 million, and $2.9 million, respectively.
3. CONTINGENCIES AND REGULATORY MATTERS
General Litigation Matters
The Company is subject to certain claims and legal actions arising in the ordinary course of business. In addition, the Company’s business activities are subject to extensive governmental regulation related to public health and the environment. Litigation over environmental issues and claims of various types, including property damage, personal injury, common law nuisance, and citizen enforcement of environmental requirements such as opacity and air and water quality standards, has increased generally throughout the United States. In particular, personal injury claims for damages caused by alleged exposure to hazardous materials have become more frequent. The ultimate outcome of such pending or potential litigation against the Company cannot be predicted at this time; however, for current proceedings not specifically reported herein, management does not anticipate that the liabilities, if any, arising from such current proceedings would have a material adverse effect on the Company’s financial statements.
Environmental Matters
New Source Review Actions
In November 1999, the Environmental Protection Agency (EPA) brought a civil action in the U.S. District Court for the Northern District of Georgia against certain Southern Company subsidiaries, including Alabama Power and Georgia Power, alleging that these subsidiaries had violated the New Source Review (NSR) provisions of the Clean Air Act and related state laws at certain coal-fired generating facilities. Through subsequent amendments and other legal procedures, the EPA filed a separate action in January 2001 against Alabama Power in the U.S. District Court for the Northern District of Alabama after Alabama Power was dismissed from the original action. In these lawsuits, the EPA alleged that NSR violations occurred at eight coal-fired generating facilities operated by Alabama Power and Georgia Power, including one co-owned by the Company. The civil actions request penalties and injunctive relief, including an order requiring the

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installation of the best available control technology at the affected units. The action against Georgia Power has been administratively closed since the spring of 2001, and the case has not been reopened.
In June 2006, the U.S. District Court for the Northern District of Alabama entered a consent decree between Alabama Power and the EPA, resolving the alleged NSR violations at Plant Miller. The consent decree required Alabama Power to pay $100,000 to resolve the government’s claim for a civil penalty and to donate $4.9 million of sulfur dioxide emission allowances to a nonprofit charitable organization and formalized specific emissions reductions to be accomplished by Alabama Power, consistent with other Clean Air Act programs that require emissions reductions. In August 2006, the district court in Alabama granted Alabama Power’s motion for summary judgment and entered final judgment in favor of Alabama Power on the EPA’s claims related to all of the remaining plants: Plants Barry, Gaston, Gorgas, and Greene County.
The plaintiffs appealed the district court’s decision to the U.S. Court of Appeals for the Eleventh Circuit, and the appeal was stayed by the Appeals Court pending the U.S. Supreme Court’s decision in a similar case against Duke Energy. The Supreme Court issued its decision in the Duke Energy case in April 2007. On October 5, 2007, the U.S. District Court for the Northern District of Alabama issued an order in the Alabama Power case indicating a willingness to re-evaluate its previous decision in light of the Supreme Court’s Duke Energy opinion. On December 21, 2007, the Eleventh Circuit vacated the district court’s decision in the Alabama Power case and remanded the case back to the district court for consideration of the legal issues in light of the Supreme Court’s decision in the Duke Energy case.
The Company believes it complied with applicable laws and the EPA regulations and interpretations in effect at the time the work in question took place. The Clean Air Act authorizes maximum civil penalties of $25,000 to $32,500 per day, per violation at each generating unit, depending on the date of the alleged violation. An adverse outcome in either of these cases could require substantial capital expenditures or affect the timing of currently budgeted capital expenditures that cannot be determined at this time and could possibly require payment of substantial penalties. Such expenditures could affect future results of operations, cash flows, and financial condition if such costs are not recovered through regulated rates.
Carbon Dioxide Litigation
In July 2004, attorneys general from eight states, each outside of Southern Company’s service territory, and the corporation counsel for New York City filed a complaint in the U.S. District Court for the Southern District of New York against Southern Company and four other electric power companies. A nearly identical complaint was filed by three environmental groups in the same court. The complaints allege that the companies’ emissions of carbon dioxide, a greenhouse gas, contribute to global warming, which the plaintiffs assert is a public nuisance. Under common law public and private nuisance theories, the plaintiffs seek a judicial order (1) holding each defendant jointly and severally liable for creating, contributing to, and/or maintaining global warming and (2) requiring each of the defendants to cap its emissions of carbon dioxide and then reduce those emissions by a specified percentage each year for at least a decade. Plaintiffs have not, however, requested that damages be awarded in connection with their claims. Southern Company believes these claims are without merit and notes that the complaint cites no statutory or regulatory basis for the claims. In September 2005, the U.S. District Court for the Southern District of New York granted Southern Company’s and the other defendants’ motions to dismiss these cases. The plaintiffs filed an appeal to the U.S. Court of Appeals for the Second Circuit in October 2005 and no decision has been issued. The ultimate outcome of these matters cannot be determined at this time.
Environmental Remediation
The Company must comply with other environmental laws and regulations that cover the handling and disposal of waste and releases of hazardous substances. Under these various laws and regulations, the Company may also incur substantial costs to clean up properties. The Company has authority from the Mississippi PSC to recover approved environmental compliance costs through regulatory mechanisms.
In 2003, the Texas Commission on Environmental Quality (TCEQ) designated the Company as a potentially responsible party at a site in Texas. The site was owned by an electric transformer company that handled the Company’s transformers as well as those of many other entities. The site owner is now in bankruptcy and the State of Texas has entered into an agreement with the Company and several other utilities to investigate and remediate the site. Amounts expensed during 2005, 2006, and 2007 related to this work were not material. Hundreds of entities have received notices from the TCEQ requesting their participation in the anticipated site remediation. The final outcome of this matter to the Company will depend upon further environmental assessment and the ultimate number of potentially responsible parties and cannot now be determined. The remediation expenses incurred by the Company are

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expected to be recovered through the Environmental Compliance Overview (ECO) Plan. See “Retail Regulatory Matters —Environmental Compliance Overview Plan” herein for additional information.
FERC Matters
Market-Based Rate Authority
The Company has authorization from the FERC to sell power to non-affiliates, including short-term opportunity sales, at market-based prices. Specific FERC approval must be obtained with respect to a market-based contract with an affiliate.
In December 2004, the FERC initiated a proceeding to assess Southern Company’s generation dominance within its retail service territory. The ability to charge market-based rates in other markets is not an issue in the proceeding. Any new market-based rate sales by the Company in Southern Company’s retail service territory entered into during a 15-month refund period that ended in May 2006 could be subject to refund to a cost-based rate level.
In late June and July 2007, hearings were held in this proceeding and the presiding administrative law judge issued an initial decision on November 9, 2007 regarding the methodology to be used in the generation dominance tests. The proceedings are ongoing. The ultimate outcome of this generation dominance proceeding cannot now be determined, but an adverse decision by the FERC in a final order could require the Company to charge cost-based rates for certain wholesale sales in the Southern Company retail service territory, which may be lower than negotiated market-based rates, and could also result in refunds of up to $8.4 million, plus interest. The Company believes that there is no meritorious basis for this proceeding and is vigorously defending itself in this matter.
On June 21, 2007, the FERC issued its final rule regarding market-based rate authority. The FERC generally retained its current market-based rate standards. The impact of this order and its effect on the generation dominance proceeding cannot now be determined.
Intercompany Interchange Contract
The Company’s generation fleet is operated under the Intercompany Interchange Contract (IIC), as approved by the FERC. In May 2005, the FERC initiated a new proceeding to examine (1) the provisions of the IIC among the traditional operating companies (including the Company), Southern Power, and SCS, as agent, under the terms of which the power pool of Southern Company is operated, (2) whether any parties to the IIC have violated the FERC’s standards of conduct applicable to utility companies that are transmission providers, and (3) whether Southern Company’s code of conduct defining Southern Power as a “system company” rather than a “marketing affiliate” is just and reasonable. In connection with the formation of Southern Power, the FERC authorized Southern Power’s inclusion in the IIC in 2000. The FERC also previously approved Southern Company’s code of conduct.
In October 2006, the FERC issued an order accepting a settlement resolving the proceeding subject to Southern Company’s agreement to accept certain modifications to the settlement’s terms and Southern Company notified the FERC that it accepted the modifications. The modifications largely involve functional separation and information restrictions related to marketing activities conducted on behalf of Southern Power. Southern Company filed with the FERC in November 2006 a compliance plan in connection with the order. On April 19, 2007, the FERC approved, with certain modifications, the plan submitted by Southern Company. Implementation of the plan is not expected to have a material impact on the Company’s financial statements. On November 19, 2007, Southern Company notified the FERC that the plan had been implemented and the FERC division of audits subsequently began an audit pertaining to compliance implementation and related matters, which is ongoing.
Right of Way Litigation
Southern Company and certain of its subsidiaries, including the Company, Gulf Power, and Southern Telecom, Inc., (a subsidiary of SouthernLINC Wireless), have been named as defendants in numerous lawsuits brought by landowners since 2001. 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 exceed the easements or other property rights held by defendants. The plaintiffs assert claims for, among other things, trespass and unjust enrichment and seek compensatory and punitive damages and injunctive relief. Management of the Company believes that it has complied with applicable laws and that the plaintiffs’ claims are without merit.

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To date, the Company has entered into agreements with plaintiffs in approximately 90% of the actions pending against the Company to clarify the Company’s easement rights in the State of Mississippi. These agreements have been approved by the Circuit Courts of Harrison County and Jasper County, Mississippi (First Judicial Circuit), and dismissals of the related cases are in progress. These agreements have not had any material impact on the Company’s financial statements.
In addition, in late 2001, certain subsidiaries of Southern Company, including Alabama Power, Georgia Power, Gulf Power, the Company, and Southern Telecom, Inc., (a subsidiary of SouthernLINC Wireless), were named as defendants in a lawsuit brought by a telecommunications company that uses certain of the defendants’ rights of way. This lawsuit alleges, among other things, that the defendants are contractually obligated to indemnify, defend, and hold harmless the telecommunications company from any liability that may be assessed against it in pending and future right of way litigation. The Company believes that the plaintiff’s claims are without merit. In the fall of 2004, the trial court stayed the case until resolution of the underlying landowner litigation discussed above. In January 2005, the Georgia Court of Appeals dismissed the telecommunications company’s appeal of the trial court’s order for lack of jurisdiction. An adverse outcome in this matter, combined with an adverse outcome against the telecommunications company in one or more of the right of way lawsuits, could result in substantial judgments; however, the final outcome of these matters cannot now be determined.
Retail Regulatory Matters
Performance Evaluation Plan
The Company’s retail base rates are set under Performance Evaluation Plan (PEP), a rate plan approved by the Mississippi PSC. PEP was designed with the objective that PEP would reduce the impact of rate changes on the customer and provide incentives for the Company to keep customer prices low and customer satisfaction and reliability high. PEP is a mechanism for rate adjustments based on three indicators: price, customer satisfaction, and service reliability.
In May 2004, the Mississippi PSC approved the Company’s request to modify certain portions of its PEP and to reclassify, to jurisdictional cost of service the 266 megawatts of Plant Daniel Units 3 and 4 capacity, effective January 1, 2004. The Mississippi PSC authorized the Company to include the related costs and revenue credits in jurisdictional rate base, cost of service, and revenue requirement calculations for purposes of retail rate recovery. The Company amortized the regulatory liability established pursuant to the Mississippi PSC’s interim December 2003 accounting order, as approved in the May 2004 order, to earnings as follows: $16.5 million in 2004, $25.1 million in 2005, $13.0 million in 2006, and $5.7 million in 2007, resulting in increases to earnings in each of those years.
In addition, in May 2004, the Mississippi PSC also approved the Company’s requested changes to PEP, including the use of a forward-looking test year, with appropriate oversight; annual, rather than semi-annual, filings; and certain changes to the performance indicator mechanisms. Rate changes will be limited to four percent of retail revenues annually under the revised PEP. PEP will remain in effect until the Mississippi PSC modifies, suspends, or terminates the plan.
In April 2007, the Mississippi PSC issued an order allowing the Company to defer approximately $10.4 million of certain reliability related maintenance costs beginning January 1, 2007, and recover them over a four-year period beginning January 1, 2008. These costs related to system upgrades and improvements that were needed as follow-up to emergency repairs that were made subsequent to Hurricane Katrina. At December 31, 2007, the Company had incurred and deferred the retail portion of $9.5 million of such costs, of which $2.4 million is included in current assets as other regulatory assets and $7.1 million is included in long-term other regulatory assets.
In September 2007, the Mississippi PSC staff and the Company entered into a stipulation that included adjustments to expenses which resulted in a one-time credit to retail customers of approximately $1.1 million. In November 2007, the Mississippi PSC issued an order requiring the Company to refund this amount to its retail customers no later than December 2007. This amount was totally refunded as a credit to customer bills by December 31, 2007.
In December 2007, the Company submitted its annual PEP filing for 2008, which resulted in a rate increase of 1.983% or $15.5 million annually, effective January 2008. In December 2006, the Company submitted its annual PEP filing for 2007, which resulted in no rate change.
In December 2007, the Company received an order from the Mississippi PSC requiring it to defer $1.4 million associated with the retail portion of certain tax credits and adjustments related to permanent timing differences pertaining to its 2006 income tax returns

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filed in September 2007. These tax differences have been recorded in a regulatory liability included in the current portion of other regulatory liabilities and will be amortized ratably over a twelve month period beginning January 2008.
System Restoration Rider
In September 2006, the Company filed with the Mississippi PSC a request to implement a System Restoration Rider (SRR), to increase the Company’s cap on the property damage reserve and to authorize the calculation of an annual property damage accrual based on a formula. The purpose of the SRR is to provide for recovery of costs associated with property damage (including certain property insurance and the costs of self insurance) and to facilitate the Mississippi PSC’s review of these costs. The Company would be required to make annual SRR filings to determine the revenue requirement associated with the property damage. The Company recorded a regulatory liability in the amount of approximately $2.4 million in 2006 and $0.6 million in 2007 for the estimated amount due to retail customers that would be passed through SRR. The Company along with the Mississippi Public Utilities Staff has agreed and stipulated to a revised SRR calculation method that would no longer require the Mississippi PSC to set a cap on the property damage reserve or to authorize the calculation of an annual property damage accrual. Under the revised SRR calculation method, the Mississippi PSC would periodically agree on SRR revenue levels that would be developed based on historical data, expected exposure, type and amount of insurance coverage excluding insurance costs, and other relevant information. It is anticipated that the Mississippi PSC would agree on the applicable SRR revenue level every three years, unless a significant change in circumstances occurs such that the Company and the Mississippi Public Utilities Staff or the Mississippi PSC deems that a more frequent change would be just, reasonable and in the public interest. The Company will submit annual filings setting forth SRR-related revenues, expenses and investment for the projected filing period, as well as the true-up for the prior period. The Company is currently waiting on a final order from the Mississippi PSC determining the final disposition of the regulatory liability and determination of the final SRR rate schedule.
Environmental Compliance Overview Plan
The ECO Plan establishes procedures to facilitate the Mississippi PSC’s overview of the Company’s environmental strategy and provides for recovery of costs (including cost of capital) associated with environmental projects approved by the Mississippi PSC. Under the ECO Plan, any increase in the annual revenue requirement is limited to 2% of retail revenues. However, the ECO Plan also provides for carryover of any amount over the 2% limit into the next year’s revenue requirement. The Company conducts studies, when possible, to determine the extent of any required environmental remediation. Should such remediation be determined to be probable, reasonable estimates of costs to clean up such sites are developed and recognized in the financial statements. In accordance with the Mississippi PSC order, the Company recovers such costs under the ECO Plan as they are incurred.
On February 1, 2008, the Company filed with the Mississippi PSC its annual ECO Plan evaluation for 2008 which resulted in an 18 cents per 1,000 KWH decrease in the rate for retail residential customers. Hearings with the Mississippi PSC are expected to be held in April 2008. The outcome of the 2008 filing cannot now be determined. In April 2007, the Mississippi PSC approved the Company’s 2007 ECO Plan, which included an 86 cent per 1,000 KWH increase for retail residential customers. This increase represented an addition of approximately $7.5 million in annual revenues for the Company. The new rates were effective in April 2007.
Fuel Cost Recovery
The Company establishes, annually, a fuel cost recovery factor that is approved by the Mississippi PSC. Over the past several years, the Company has continued to experience higher than expected fuel costs for coal and natural gas. The Company is required to file for an adjustment to the fuel cost recovery factor annually; such filing occurred in November 2007. As a result, the Mississippi PSC approved an increase in the fuel cost recovery factor effective January 2008 in an amount equal to 4.2% of total retail revenues. The Company’s operating revenues are adjusted for differences in actual recoverable fuel cost and amounts billed in accordance with the currently approved cost recovery rate. Accordingly, this increase to the billing factor will have no significant effect on the Company’s revenues or net income, but will increase annual cash flow. At December 31, 2007, the amount of under recovered fuel costs included in the balance sheets was $40.5 million compared to $50.8 million at December 31, 2006.
Storm Damage Cost Recovery
In August 2005, Hurricane Katrina hit the Gulf Coast of the United States and caused significant damage within the Company’s service area. The estimated total storm restoration costs relating to Hurricane Katrina through December 31, 2007 of $302.4 million, which was net of expected insurance proceeds of approximately $77 million, without offset for the property damage reserve of

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$3.0 million was affirmed by the Mississippi PSC in June 2006, and the Company was ordered to establish a regulatory asset for the retail portion. The Mississippi PSC issued an order directing the Company to file an application with the MDA for a Community Development Block Grant (CDBG). In October 2006, the Company received from the MDA a CDBG in the amount of $276.4 million, which was allocated to both the retail and wholesale jurisdictions. In the same month, the Mississippi PSC issued a financing order that authorized the issuance of system restoration bonds for the remaining $25.2 million of the retail portion of storm recovery costs not covered by the CDBG. The Company incurred the $302.4 million total storm costs affirmed by the Mississippi PSC as of December 31, 2007, and will report the retail regulatory liability balance of $0.1 million to the Mississippi PSC to determine the final disposition of this balance.
The Company maintains a reserve to cover the cost of damage from major storms to its transmission and distribution facilities and the cost of uninsured damage to its generation facilities and other property. A 1999 Mississippi PSC order allowed the Company to accrue $1.5 million to $4.6 million to the reserve annually, with a maximum reserve totaling $23 million. In October 2006, in conjunction with the Mississippi PSC Hurricane Katrina-related financing order, the Mississippi PSC ordered the Company to cease all accruals to the retail property damage reserve, until a new reserve cap is established. However, in the same financing order, the Mississippi PSC approved the replenishment of the property damage reserve with $60 million to be funded with a portion of the proceeds of bonds to be issued by the Mississippi Development Bank on behalf of the State of Mississippi and reported as liabilities by the State of Mississippi. These funds were received in June 2007.
In June 2006, the Mississippi PSC issued an order certifying actual storm restoration costs relating to Hurricane Katrina through April 30, 2006 of $267.9 million and affirmed estimated additional costs through December 31, 2007, of $34.5 million, for total storm restoration costs of $302.4 million, which was net of expected insurance proceeds of approximately $77 million, without offset for the property damage reserve of $3.0 million. Of the total amount, $292.8 million applies to the Company’s retail jurisdiction. The order directed the Company to file an application with the MDA for a CDBG.
In October 2006, the Company received from the MDA a CDBG in the amount of $276.4 million. The Company has appropriately allocated and applied these CDBG proceeds to both retail and wholesale storm restoration cost recovery. The retail portion of $267.6 million was applied to the retail regulatory asset in the balance sheets. For the remaining wholesale portion of $8.8 million, $3.3 million was credited to operations and maintenance expense in the statements of income and $5.5 million was applied to accumulated provision for depreciation in the balance sheets. In 2006, the CDBG proceeds related to capital of $152.7 million and $120.3 million related to retail operations and maintenance expense were included in the statement of cash flows as separate line items. In 2007, the storm restoration bond proceeds related to $35.0 million capital, of which $10.9 million related to retail restoration and $24.1 million related to the storm operations center, and $14.3 million related to retail operations and maintenance expenses are included in the statements of cash flows as separate line items. The cash portions of storm costs are included in the statements of cash flows under Hurricane Katrina accounts payable, property additions, and cost of removal, net of salvage and totaled approximately $0.1 million, $12.5 million, and $(8.1) million, respectively, for 2007, $50.5 million, $54.2 million, and $4.6 million, respectively, for 2006 and totaled approximately $82.1 million, $81.7 million, and $18.4 million, respectively, for 2005.
In October 2006, the Mississippi PSC issued a financing order that authorized the issuance of $121.2 million of system restoration bonds. This amount includes $25.2 million for the retail storm recovery costs not covered by the CDBG, $60 million for a property damage reserve, and $36 million for the retail portion of the construction of the storm operations facility. The storm restoration bonds were issued by the Mississippi Development Bank on June 1, 2007, on behalf of the State of Mississippi. On June 1, 2007, the Company received a grant payment of $85.2 million from the State of Mississippi representing recovery of $25.2 million in retail storm restoration costs incurred or to be incurred and $60.0 million to increase the Company’s property damage reserve. In the fourth quarter of 2007, the Company received two additional grant payments totaling $24.1 million for expenditures incurred for construction of a new storm operations center. The funds received related to previously incurred storm restoration expenditures have been accounted for as a government grant and have been recorded as a reduction to the regulatory asset that was recorded as the storm restoration expenditures were incurred. The funds received for storm restoration expenditures to be incurred were recorded as a regulatory liability. The Company will receive further grant payments of up to $11.9 million as expenditures are incurred to construct the new storm operations center.
The funds received with respect to certain of the grants were funded through the Mississippi Development Bank’s issuance of tax-exempt bonds. Due to the tax-exempt status to the holders of bonds for federal income tax purposes, the use of the proceeds is limited to expenditures that qualify under the Internal Revenue Code. Prior to the receipt of the proceeds from the tax-exempt bonds in 2007, management of the Company represented to the Mississippi Development Bank that all expenditures to date qualify under the Internal Revenue Code. Should the Company use the proceeds for non-qualifying expenditures, it could be required to return that portion of

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the proceeds received from the tax-exempt bond issuance that was applied to non-qualifying expenditures. Management expects that all future expenditures will also qualify and that no proceeds will be required to be returned.
In order for the State of Mississippi to repay the bonds issued by the Mississippi Development Bank, the State of Mississippi has established a system restoration charge that will be charged to all retail electric utility customers within the Company’s service area. This charge will be collected by the Company through the retail customers’ monthly statement and remitted to the State of Mississippi on a monthly basis. The system restoration charge is the property of the State of Mississippi. The Company’s only obligation is to collect and remit the proceeds of the charge. The Company began collecting the system restoration charge on June 20, 2007, and remitted the first payment to the State of Mississippi on July 17, 2007.
The Company incurred the $302.4 million total storm costs affirmed by the Mississippi PSC as of December 31, 2007. The balance in the retail regulatory liability account at December 31, 2007 was $0.1 million, which is net of the retail portion of insurance proceeds of $78.1 million, CDBG proceeds of $267.6 million, storm restoration bond proceeds of $25.1 million, and tax credits of $0.3 million. Retail costs incurred through December 31, 2007, include approximately $158.5 million of capital and $134.4 million of operations and maintenance expenditures. The Company will report the regulatory liability balance to the Mississippi PSC to determine the final disposition of this balance.
In June 2006, the Mississippi PSC order also granted continuing authority to record a regulatory asset in an amount equal to the retail portion of the recorded Hurricane Katrina restoration costs. For any future event causing damage to property beyond the balance in the reserve, the order also granted the Company the authority to record a regulatory asset. The Company would then apply to the Mississippi PSC for recovery of such amounts or for authority to otherwise dispose of the regulatory asset. The Company continues to report actual storm expenses to the Mississippi PSC periodically.
Construction Projects
In June 2006, the Company filed an application with the U.S. Department of Energy (DOE) for certain tax credits available to projects using clean coal technologies under the Energy Policy Act of 2005. The proposed project is an advanced coal gasification facility located in Kemper County, Mississippi, that would use locally mined lignite coal. The proposed 693 megawatt plant is expected to require an approximate investment of $1.5 billion, excluding the mine cost, and is expected to be completed in 2013. The DOE subsequently certified the project and in November 2006, the Internal Revenue Service (IRS) allocated Internal Revenue Code Section 48A tax credits of $133 million to the Company. The utilization of these credits is dependent upon meeting the certification requirements for the project under the Internal Revenue Code. The plant would use an air-blown integrated gasification combined cycle technology that generates power from low-rank coals and coals with high moisture or high ash content. These coals, which include lignite, make up half the proven U.S. and worldwide coal reserves. The Company is undertaking a feasibility assessment of the project, which could take up to two years. On December 21, 2006, the Mississippi PSC approved the Company’s request for accounting treatment of the costs associated with the Company’s generation resource planning, evaluation, and screening activities. The Mississippi PSC gave the Company the authority to create and recognize a regulatory asset for such costs. On December 28, 2007, the Company received an order allowing it to defer the amortization of these costs to January 2009. In addition, Mississippi received approval for the updated estimate of approximately $23.8 million in total generation screening and evaluation costs ($16 million for the retail portion). At December 31, 2007, the Company had spent $18.1 million in total, of which $2.7 million related to land purchases had been capitalized, the retail portion of $11.2 million had been deferred in other regulatory assets, and the wholesale portion of $4.2 million has been expensed. The retail portion of these costs will be charged to and remain as a regulatory asset until the Mississippi PSC determines the prudence and ultimate recovery of such costs, which decision is expected in January 2009. The balance of such regulatory asset will be included in the Company’s rate base for ratemaking purposes. Approval by various regulatory agencies, including the Mississippi PSC, will also be required if the project proceeds. The final outcome of this matter cannot now be determined.
4. JOINT OWNERSHIP AGREEMENTS
The Company and Alabama Power own, as tenants in common, Units 1 and 2, (total capacity of 500 megawatts) at Greene County Steam Plant, which is located in Alabama and operated by Alabama Power. Additionally, the Company and Gulf Power, own as tenants in common, Units 1 and 2, (total capacity of 1,000 megawatts) at Plant Daniel, which is located in Mississippi and operated by the Company.

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At December 31, 2007, the Company’s percentage ownership and investment in these jointly owned facilities were as follows:
                         
Generating   Percent   Gross   Accumulated
Plant   Ownership   Investment   Depreciation
 
            (in thousands)
Greene County
    40 %   $ 77,655     $ 43,122  
Units 1 and 2
                       
 
                       
Daniel
    50 %   $ 266,249     $ 132,508  
Units 1 and 2
                       
 
The Company’s proportionate share of plant operating expenses is included in the statements of income.
5. INCOME TAXES
Southern Company files a consolidated federal income tax return and combined income tax returns for the State of Alabama and the State of Mississippi. Under a joint consolidated income tax allocation agreement, each subsidiary’s current and deferred tax expense is computed on a stand-alone basis and no subsidiary is allocated more expense than would be paid if it filed a separate income tax return. In accordance with Internal Revenue Service regulations, each company is jointly and severally liable for the tax liability.
Current and Deferred Income Taxes
Details of the income tax provisions were as follows:
                         
    2007     2006     2005  
 
    (in thousands)  
Federal —
                       
Current
  $ 79,127     $ 79,332     $ (61,933 )
Deferred
    (34,524 )     (36,889 )     102,659  
 
 
    44,603       42,443       40,726  
 
State —
                       
Current
    9,274       16,300       (10,009 )
Deferred
    (2,047 )     (10,646 )     15,657  
 
 
    7,227       5,654       5,648  
 
Total
  $ 51,830     $ 48,097     $ 46,374  
 

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The tax effects of temporary differences between the carrying amounts of assets and liabilities in the financial statements and their respective tax bases, which give rise to deferred tax assets and liabilities, are as follows:
                 
    2007     2006  
 
    (in thousands)  
Deferred tax liabilities —
               
Accelerated depreciation
  $ 230,379     $ 259,729  
Basis differences
    39,944       13,615  
Fuel clause under recovered
    10,570       9,660  
Regulatory assets associated with asset retirement obligations
    6,790       6,324  
Regulatory assets associated with employee benefit obligations
    15,139       19,695  
Other
    46,442       42,142  
 
Total
    349,264       351,165  
 
 
               
Deferred tax assets —
               
Federal effect of state deferred taxes
    9,535       11,252  
Other property basis differences
    8,030       8,538  
Pension and other benefits
    33,622       35,210  
Property insurance
    26,005       1,646  
Unbilled fuel
    10,045       8,812  
Other comprehensive loss
    (371 )     (388 )
Asset retirement obligations
    6,790       6,324  
Regulatory liabilities associated with employee benefit obligations
    20,433       8,154  
Other
    29,785       31,244  
 
Total
    143,874       110,792  
 
Total deferred tax liabilities, net
    205,390       240,373  
Portion included in prepaid (accrued) income taxes, net
    1,428       (4,171 )
 
Accumulated deferred income taxes in the balance sheets
  $ 206,818     $ 236,202  
 
At December 31, 2007, the tax-related regulatory assets and liabilities were $9.5 million and $16.3 million, respectively. These assets are attributable to tax benefits flowed through to customers in prior years and to taxes applicable to capitalized interest. These liabilities are attributable to deferred taxes previously recognized at rates higher than the current enacted tax law and to unamortized investment tax credits.
In accordance with regulatory requirements, deferred investment tax credits are amortized over the lives of the related property with such amortization normally applied as a credit to reduce depreciation in the statements of income. Credits amortized in this manner amounted to $1.1 million, $1.1 million, and $1.2 million for 2007, 2006, and 2005, respectively. At December 31, 2007, all investment tax credits available to reduce federal income taxes payable had been utilized.
Effective Tax Rate
The provision for income taxes differs from the amount of income taxes determined by applying the applicable U.S. federal statutory rate to earnings before income taxes and preferred dividends as a result of the following:
                         
    2007     2006     2005  
 
Federal statutory rate
    35.0 %     35.0 %     35.0 %
State income tax, net of federal deduction
    3.0       3.0       3.0  
Non-deductible book depreciation
    0.3       0.3       0.5  
Other
    (0.6 )     (2.0 )     (0.5 )
 
Effective income tax rate
    37.7 %     36.3 %     38.0 %
 

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The American Jobs Creation Act of 2004 created a tax deduction for the portion of income attributable to United States production activities as defined in Internal Revenue Code Section 199 (production activities deduction). The deduction is equal to a stated percentage of qualified production activities income. The percentage is phased in over the years 2005 through 2010 with a 3% rate applicable to the years 2005 and 2006, a 6% rate applicable for years 2007 through 2009, and a 9% rate applicable for all years after 2009. The increase from 3% in 2006 to 6% in 2007 was one of several factors that increased the Company’s 2007 deduction by $0.3 million over the 2006 deduction. The resulting additional tax benefit was over $0.1 million.
Unrecognized Tax Benefits
On January 1, 2007, the Company adopted FIN 48, which requires companies to determine whether it is “more likely than not” that a tax position will be sustained upon examination by the appropriate taxing authorities before any part of the benefit can be recorded in the financial statements. It also provides guidance on the recognition, measurement, and classification of income tax uncertainties, along with any related interest and penalties.
Prior to the adoption of FIN 48, the Company had unrecognized tax benefits which were previously accrued under Statement of Financial Accounting Standards No. 5, “Accounting for Contingencies” of approximately $0.6 million. The total $0.6 million in unrecognized tax benefits would impact the Company’s effective tax rate if recognized. For 2007, the total amount of unrecognized tax benefits increased by $0.3 million, resulting in a balance of $0.9 million as of December 31, 2007.
Changes during the year in unrecognized tax benefits were as follows:
         
    2007
    (thousands)
 
       
Unrecognized tax benefits as of adoption
  $ 656  
Tax positions from current periods
    177  
Tax positions from prior periods
    102  
Reductions due to settlements
     
Reductions due to expired statute of limitations
     
 
Balance at end of year
  $ 935  
 
Impact on the Company’s effective tax rate, if recognized, is as follows:
         
    2007
    (thousands)
 
       
Tax positions impacting the effective tax rate
  $ 935  
Tax positions not impacting the effective tax rate
     
 
Balance at end of year
  $ 935  
 
Accrued interest for unrecognized tax benefits:
         
    2007
    (thousands)
 
       
Interest accrued as of adoption
  $ 37  
Interest accrued during the year
    69  
 
Balance at end of year
  $ 106  
 
The Company classifies interest on tax uncertainties as interest expense. Net interest accrued for the year ended December 31, 2007, was $106 thousand. The Company did not accrue any penalties on uncertain tax positions.
The IRS has audited and closed all tax returns prior to 2004. The audits for the state returns have either been concluded, or the statute of limitations has expired, for years prior to 2002.
It is reasonably possible that the amount of the unrecognized benefit with respect to certain of the Company’s unrecognized tax positions will significantly increase or decrease within the next 12 months. The possible settlement of the production activities

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deduction methodology and/or the conclusion or settlement of federal or state audits could impact the balances significantly. At this time, an estimate of the range of reasonably possible outcomes cannot be determined.
6. FINANCING
Long-Term Debt Payable to Affiliated Trust
The Company formed a wholly-owned trust subsidiary for the purpose of issuing preferred securities. The proceeds of the related equity investment and preferred security sale were loaned back to the Company through the issuance of junior subordinated notes which constitute substantially all of the assets of the trust and were reflected in the balance sheets as Long-term Debt. The Company considers that the mechanisms and obligations relating to the preferred securities issued for its benefit, taken together, constituted a full and unconditional guarantee by it of the trust’s payment obligations with respect to these securities. During 2007, the Company redeemed its last remaining series of preferred securities, which totaled $36 million. See Note 1 under “Variable Interest Entities” for additional information on the accounting treatment for the trust and the related securities.
Pollution Control Bonds
Pollution control obligations represent loans to the Company from public authorities of funds derived from sales by such authorities of revenue bonds issued to finance pollution control facilities. The Company is required to make payments sufficient for authorities to meet principal and interest requirements of such bonds. The amount of tax-exempt pollution control revenue bonds outstanding at December 31, 2007, was $82.7 million.
Securities Due Within One Year
At December 31, 2007, the Company has scheduled maturities of capital leases due within one year totaling $1.1 million. There were no scheduled maturities or redemptions of securities due within one year at December 31, 2006.
Debt maturities through 2012 applicable to total long-term debt are as follows: $1.1 million in 2008; $41.2 million in 2009; $1.3 million in 2010; $1.4 million in 2011; and $0.6 million in 2012.
Outstanding Classes of Capital Stock
The Company currently has preferred stock, depositary preferred stock (each share of depositary preferred stock representing one-fourth of a share of preferred stock), and common stock authorized and outstanding. The Company’s preferred stock and depositary preferred stock, without preference between classes, rank senior to the Company’s common stock with respect to payment of dividends and voluntary or involuntary dissolution. Certain series of the preferred stock and depositary preferred stock are subject to redemption at the option of the Company on or after a specified date (typically 5 or 10 years after the date of issuance) at a redemption price equal to 100% of the liquidation amount of the stock.
Dividend Restrictions
The Company can only pay dividends to Southern Company out of retained earnings or paid-in-capital.
Bank Credit Arrangements
At the beginning of 2008, the Company had total unused committed credit agreements with banks of $181 million, all of which expire in 2008. The facilities contain $39 million 2-year term loan options and $15 million 1-year term loan options. The Company expects to renew its credit facilities, as needed, prior to expiration.
In connection with these credit arrangements, the Company agrees to pay commitment fees based on the unused portions of the commitments or to maintain compensating balances with the banks. Commitment fees are 1/8 of 1% or less for the Company. Compensating balances are not legally restricted from withdrawal.
This $181 million in unused credit arrangements provides required liquidity support to the Company’s borrowings through a commercial paper program. At December 31, 2007, the Company had $9.9 million outstanding in commercial notes. The credit arrangements also provide support to the Company’s variable daily rate tax-exempt pollution control bonds totaling $40.1 million.

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During 2007, the peak amount outstanding for short-term debt was $133.4 million and the average amount outstanding was $57.4 million. The average annual interest rate on short-term debt was 5.3% for 2007 and 5.19% for 2006.
Financial Instruments
The Company also enters into energy-related derivatives to hedge exposures to electricity, gas, and other fuel price changes. However, due to cost-based rate regulations, the Company has limited exposure to market volatility in commodity fuel prices and prices of electricity. The Company has implemented fuel-hedging programs with the approval of the Mississippi PSC. The Company enters into hedges of forward electricity sales. There was no material ineffectiveness recorded in earnings in 2007, 2006, or 2005.
At December 31, 2007, the fair value gains/(losses) of energy-related derivative contracts were reflected in the financial statements as follows:
         
    Amounts
    (in thousands)
Regulatory liabilities, net
  $ 1,253  
Accumulated other comprehensive income
    928  
Net income
    (203 )
 
Total fair value
  $ 1,978  
 
The fair value gains or losses for cash flow hedges are recorded as regulatory assets and liabilities if they are recoverable through the regulatory clauses, otherwise they are recorded in other comprehensive income, and are recognized in earnings at the same time the hedged items affect earnings. For the year 2008, approximately $1.0 million of pre-tax gains are expected to be reclassified from other comprehensive income to revenues. The Company has energy-related hedges in place up to and including 2009.
7. COMMITMENTS
Construction Program
The Company is engaged in continuous construction programs, currently estimated to total $186 million in 2008, of which $8 million is related to Hurricane Katrina restoration, $226 million in 2009, and $211 million in 2010. The construction program is subject to periodic review and revision, and actual construction costs may vary from the above estimates because of numerous factors. These factors include changes in business conditions; acquisition of additional generation assets; revised load growth estimates; changes in environmental regulations; changes in FERC rules and regulations; increasing costs of labor, equipment, and materials; and cost of capital. At December 31, 2007, significant purchase commitments were outstanding in connection with the construction program. The Company has no generating plants under construction. Capital improvements to generating, transmission, and distribution facilities, including those to meet environmental standards, will continue.
Long-Term Service Agreements
The Company has entered into a Long-Term Service Agreement (LTSA) with General Electric (GE) for the purpose of securing maintenance support for the leased combined cycle units at Plant Daniel. The LTSA provides that GE will cover all planned inspections on the covered equipment, which generally includes the cost of all labor and materials. GE is also obligated to cover the costs of unplanned maintenance on the covered equipment subject to limits and scope specified in the contract.
In general, the LTSA is in effect through two major inspection cycles of the units. Scheduled payments to GE under the LTSA, which are subject to price escalation, are made monthly based on estimated operating hours of the units and are recognized as expense based on actual hours of operation. The Company has recognized $9.7 million, $8.4 million, and $7.9 million for 2007, 2006, and 2005, respectively, which is included in maintenance expense in the statements of income. Remaining payments to GE under this agreement are currently estimated to total $144 million over the next 13 years. However, the LTSA contains various cancellation provisions at the option of the Company.
The Company also has entered into a LTSA with ABB Power Generation Inc. (ABB) for the purpose of securing maintenance support for its Chevron Unit 5 combustion turbine plant. In summary, the LTSA stipulates that ABB will perform all planned maintenance on the covered equipment, which includes the cost of all labor and materials. ABB is also obligated to cover the costs of unplanned maintenance on the covered equipment subject to a limit specified in the contract.

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In general, this LTSA is in effect through two major inspection cycles. Scheduled payments to ABB, which are subject to price escalation, are made at various intervals based on actual operating hours of the unit. Payments to ABB under this agreement are currently estimated to total $21.3 million over the remaining term of the agreement, which is approximately 8 years. However, the LTSA contains various cancellation provisions at the option of the Company. Payments made to ABB under the LTSA prior to the performance of any planned maintenance are recorded as a prepayment in the balance sheets. Inspection costs are capitalized or charged to expense based on the nature of the work performed. After this contract expires, the Company expects to replace it with a new contract with similar terms.
Fuel Commitments
To supply a portion of the fuel requirements of the generating plants, the Company has entered into various long-term commitments for the procurement of fuel. In most cases, these contracts contain provisions for price escalations, minimum purchase levels, and other financial commitments. Coal commitments include forward contract purchases for sulfur dioxide emission allowances. Natural gas purchase commitments contain fixed volumes with prices based on various indices at the time of delivery. Amounts included in the chart below represent estimates based on New York Mercantile Exchange future prices at December 31, 2007.
Total estimated minimum long-term obligations at December 31, 2007, were as follows:
                 
    Commitments
    Natural Gas   Coal
    (in thousands)
2008
  $ 215,285     $ 358,421  
2009
    158,463       287,498  
2010
    75,014       117,369  
2011
    19,462       61,082  
2012
    21,771       11,700  
2013 and thereafter
    221,588       19,500  
 
Total
  $ 711,583     $ 855,570  
 
Additional commitments for fuel will be required to supply the Company’s future needs.
SCS may enter into various types of wholesale energy and natural gas contracts acting as an agent for the Company and the other traditional operating companies and Southern Power. Under these agreements, each of the traditional operating companies and Southern Power may be jointly and severally liable. The creditworthiness of Southern Power is currently inferior to the creditworthiness of the traditional operating companies. Accordingly, Southern Company has entered into keep-well agreements with the Company and each of the other traditional operating companies to ensure the Company will not subsidize or be responsible for any costs, losses, liabilities, or damages resulting from the inclusion of Southern Power as a contracting party under these agreements.
Operating Leases
Railcar Leases
The Company and Gulf Power have jointly entered into operating lease agreements for the use of 745 aluminum railcars. The Company has the option to purchase the railcars at the greater of lease termination value or fair market value, or to renew the leases at the end of the lease term. The Company also has multiple operating lease agreements for the use of an additional 120 aluminum railcars that do not contain a purchase option. All of these leases are for the transport of coal to Plant Daniel.
The Company’s share (50%) of the leases, charged to fuel stock and recovered through the fuel cost recovery clause, was $4.4 million in 2007, $4.6 million in 2006, and $3.0 million in 2005. The Company’s annual railcar lease payments for 2008 through 2012 will average approximately $1.6 million and after 2013, lease payments total in aggregate approximately $2.8 million.
In addition to railcar leases, the Company has other operating leases for fuel handling equipment at Plants Daniel and Watson and operating leases for barges and tow/shift boats for the transport of coal at Plant Watson. The Company’s share (50% at Plant Daniel and 100% at Plant Watson) of the leases for fuel handling was charged to fuel handling expense in the amount of $0.9 million in 2007 and $0.9 million in 2006. The Company’s annual lease payments for 2008 through 2011 will average approximately $0.4 million. The Company charged to fuel stock and recovered through fuel cost recovery the barge transportation leases in the amount of $6.2

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million in 2007 and $4.9 million in 2006 related to barges and tow/shift boats. The Company’s annual lease payments for 2008 through 2009, with regards to these barge transportation leases, will average approximately $4.2 million.
Plant Daniel Combined Cycle Generating Units
In May 2001, the Company began the initial 10-year term of the lease agreement for a 1,064 megawatt natural gas combined cycle generating facility built at Plant Daniel (Facility). The Company entered into this transaction during a period when retail access was under review by the Mississippi PSC. The lease arrangement provided a lower cost alternative to its cost based rate regulated customers than a traditional rate base asset. See Note 3 under “Retail Regulatory Matters — Performance Evaluation Plan” for a description of the Company’s formulary rate plan.
In 2003, the Facility was acquired by Juniper Capital L.P. (Juniper), whose partners are unaffiliated with the Company. Simultaneously, Juniper entered into a restructured lease agreement with the Company. Juniper has also entered into leases with other parties unrelated to the Company. The assets leased by the Company comprise less than 50% of Juniper’s assets. The Company is not required to consolidate the leased assets and related liabilities, and the lease with Juniper is considered an operating lease. The lease agreement is treated as an operating lease for accounting purposes, as well as for both retail and wholesale rate recovery purposes. For income tax purposes, the Company retains tax ownership. The initial lease term ends in 2011 and the lease includes a purchase and renewal option based on the cost of the Facility at the inception of the lease, which was $370 million. The Company is required to amortize approximately 4% of the initial acquisition cost over the initial lease term. Eighteen months prior to the end of the initial lease, the Company may elect to renew for 10 years. If the lease is renewed, the agreement calls for the Company to amortize an additional 17% of the initial completion cost over the renewal period. Upon termination of the lease, at the Company’s option, it may either exercise its purchase option or the Facility can be sold to a third party.
The lease provides for a residual value guarantee, approximately 73% of the acquisition cost, by the Company that is due upon termination of the lease in the event that the Company does not renew the lease or purchase the Facility and that the fair market value is less than the unamortized cost of the Facility. A liability of approximately $7 million and $9 million for the fair market value of this residual value guarantee is included in the balance sheets at December 31, 2007 and 2006, respectively. Lease expenses were $27 million in each of the years 2007, 2006, and 2005.
The Company estimates that its annual amount of future minimum operating lease payments under this arrangement, exclusive of any payment related to the residual value guarantee, as of December 31, 2007, are as follows:
         
    Minimum Lease Payments
    (in thousands)
2008
  $ 28,615  
2009
    28,504  
2010
    28,398  
2011
    28,291  
2012
     
2013 and thereafter
     
 
Total commitments
  $ 113,808  
 
8. STOCK OPTION PLAN
Southern Company provides non-qualified stock options to a large segment of the Company’s employees ranging from line management to executives. As of December 31, 2007, 268 current and former employees of the Company participated in the stock option plan. The maximum number of shares of Southern Company common stock that may be issued under this plan may not exceed 40 million. The prices of options granted to date have been at the fair market value of the shares on the dates of grant. Options granted to date become exercisable pro rata over a maximum period of three years from the date of grant. The Company generally recognizes stock option expense on a straight-line basis over the vesting period which equates to the requisite service period; however, for employees who are eligible for retirement the total cost is expensed at the grant date. Options outstanding will expire no later than 10 years after the date of grant, unless terminated earlier by the Southern Company Board of Directors in accordance with the stock option plan. For certain stock option awards a change in control will provide accelerated vesting.

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The Company’s activity in the stock option plan for 2007 is summarized below:
                 
    Shares Subject   Weighted Average
    to Option   Exercise Price
 
Outstanding at December 31, 2006
    1,483,243     $ 28.62  
Granted
    257,657       36.42  
Exercised
    (261,330 )     26.78  
Cancelled
    (1,616 )     34.98  
 
Outstanding at December 31, 2007
    1,477,954     $ 30.30  
 
Exercisable at December 31, 2007
    992,228     $ 28.00  
 
The number of stock options vested and expected to vest in the future, as of December 31, 2007, was not significantly different from the number of stock options outstanding at December 31, 2007 as stated above. As of December 31, 2007, the weighted average remaining contractual terms for the options outstanding and options exercisable was 6.1 years and 5.0 years, respectively, and the aggregate intrinsic values for the options outstanding and options exercisable was $12.5 million and $10.7 million, respectively.
As of December 31, 2007, there was $0.4 million of total unrecognized compensation cost related to stock option awards not yet vested. That cost is expected to be recognized over a weighted-average period of approximately 10 months.
The total intrinsic value of options exercised during the years ended December 31, 2007, 2006, and 2005, was $2.2 million, $2.4 million, and $4.3 million, respectively. The actual tax benefit realized by the Company for the tax deductions from stock option exercises totaled $0.9 million, $0.9 million, and $1.7 million, respectively, for the years ended December 31, 2007, 2006, and 2005.
9. QUARTERLY FINANCIAL INFORMATION (UNAUDITED)
Summarized quarterly financial data for 2007 and 2006 are as follows:
                         
    Operating   Operating   Net Income After Dividends
Quarter Ended   Revenues   Income   On Preferred Stock
      (in thousands)
March 2007
  $ 256,826     $ 36,824     $ 19,636  
June 2007
    273,216       41,671       26,280  
September 2007
    333,023       59,535       34,450  
December 2007
    250,679       9,707       3,665  
 
                       
March 2006
  $ 208,941     $ 28,728     $ 15,282  
June 2006
    254,920       40,392       22,766  
September 2006
    310,747       62,215       36,638  
December 2006
    234,629       21,584       7,324  
 
The Company’s business is influenced by seasonal weather conditions.

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SELECTED FINANCIAL AND OPERATING DATA 2003-2007
Mississippi Power Company 2007 Annual Report
                                         
 
    2007     2006     2005     2004     2003  
 
Operating Revenues (in thousands)
  $ 1,113,744     $ 1,009,237     $ 969,733     $ 910,326     $ 869,924  
Net Income after Dividends on Preferred Stock (in thousands)
  $ 84,031     $ 82,010     $ 73,808     $ 76,801     $ 73,499  
Cash Dividends on Common Stock (in thousands)
  $ 67,300     $ 65,200     $ 62,000     $ 66,200     $ 66,000  
Return on Average Common Equity (percent)
    13.96       14.25       13.33       14.24       13.99  
Total Assets (in thousands)
  $ 1,727,665     $ 1,708,376     $ 1,981,269     $ 1,479,113     $ 1,511,174  
Gross Property Additions (in thousands)
  $ 114,927     $ 127,290     $ 158,084     $ 70,063     $ 69,345  
 
Capitalization (in thousands):
                                       
Common stock equity
  $ 613,830     $ 589,820     $ 561,160     $ 545,837     $ 532,489  
Preferred stock
    32,780       32,780       32,780       32,780       31,809  
Mandatorily redeemable preferred securities
                            35,000  
Long-term debt
    281,963       278,635       278,630       278,580       202,488  
 
Total (excluding amounts due within one year)
  $ 928,573     $ 901,235     $ 872,570     $ 857,197     $ 801,786  
 
Capitalization Ratios (percent):
                                       
Common stock equity
    66.1       65.4       64.3       63.7       66.4  
Preferred stock
    3.5       3.6       3.8       3.8       4.0  
Mandatorily redeemable preferred securities
                            4.4  
Long-term debt
    30.4       31.0       31.9       32.5       25.2  
 
Total (excluding amounts due within one year)
    100.0       100.0       100.0       100.0       100.0  
 
Security Ratings:
                                       
First Mortgage Bonds —
                                       
Moody’s
                    Aa3   Aa3
Standard and Poor’s
                      A+       A+  
Fitch
                    AA   AA-
Preferred Stock —
                                       
Moody’s
    A3       A3       A3       A3       A3  
Standard and Poor’s
  BBB+   BBB+   BBB+   BBB+   BBB+
Fitch
    A+       A+       A+       A+       A  
Unsecured Long-Term Debt —
                                       
Moody’s
    A1       A1       A1       A1       A1  
Standard and Poor’s
    A       A       A       A       A  
Fitch
  AA-   AA-   AA-   AA-     A+  
 
Customers (year-end):
                                       
Residential
    150,601       147,643       142,077       160,189       159,582  
Commercial
    33,507       32,958       30,895       33,646       33,135  
Industrial
    514       507       512       522       520  
Other
    181       177       176       183       171  
 
Total
    184,803       181,285       173,660       194,540       193,408  
 
Employees (year-end)
    1,299       1,270       1,254       1,283       1,290  
 

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SELECTED FINANCIAL AND OPERATING DATA 2003-2007 (continued)
Mississippi Power Company 2007 Annual Report
                                         
   
    2007     2006     2005     2004     2003  
 
Operating Revenues (in thousands):
                                       
Residential
  $ 230,819     $ 214,472     $ 209,546     $ 199,242     $ 180,978  
Commercial
    247,539       215,451       213,093       199,127       175,416  
Industrial
    242,436       211,451       190,720       180,516       154,825  
Other
    6,420       5,812       5,501       5,428       5,082  
 
Total retail
    727,214       647,186       618,860       584,313       516,301  
Wholesale — non-affiliates
    323,120       268,850       283,413       265,863       249,986  
Wholesale — affiliates
    46,169       76,439       50,460       44,371       26,723  
 
Total revenues from sales of electricity
    1,096,503       992,475       952,733       894,547       793,010  
Other revenues
    17,241       16,762       17,000       15,779       76,914  
 
Total
  $ 1,113,744     $ 1,009,237     $ 969,733     $ 910,326     $ 869,924  
 
Kilowatt-Hour Sales (in thousands):
                                       
Residential
    2,134,883       2,118,106       2,179,756       2,297,110       2,255,445  
Commercial
    2,876,247       2,675,945       2,725,274       2,969,829       2,914,133  
Industrial
    4,317,656       4,142,947       3,798,477       4,235,290       4,111,199  
Other
    38,764       36,959       37,905       40,229       39,890  
 
Total retail
    9,367,550       8,973,957       8,741,412       9,542,458       9,320,667  
Sales for resale — non-affiliates
    5,185,772       4,624,092       4,811,250       6,027,666       5,874,724  
Sales for resale — affiliates
    1,026,546       1,679,831       896,361       1,053,471       709,065  
 
Total
    15,579,868       15,277,880       14,449,023       16,623,595       15,904,456  
 
Average Revenue Per Kilowatt-Hour (cents):
                                       
Residential
    10.81       10.13       9.61       8.67       8.02  
Commercial
    8.61       8.05       7.82       6.70       6.02  
Industrial
    5.61       5.10       5.02       4.26       3.77  
Total retail
    7.76       7.21       7.08       6.12       5.54  
Wholesale
    5.94       5.48       5.85       4.38       4.20  
Total sales
    7.04       6.50       6.59       5.38       4.99  
Residential Average Annual Kilowatt-Hour Use Per Customer
    14,294       14,480       14,111       14,357       14,161  
Residential Average Annual Revenue Per Customer
  $ 1,545     $ 1,466     $ 1,357     $ 1,245     $ 1,136  
Plant Nameplate Capacity Ratings (year-end) (megawatts)
    3,156       3,156       3,156       3,156       3,156  
Maximum Peak-Hour Demand (megawatts):
                                       
Winter
    2,294       2,204       2,178       2,173       2,458  
Summer
    2,512       2,390       2,493       2,427       2,330  
Annual Load Factor (percent)
    60.9       61.3       56.6       62.4       60.5  
Plant Availability Fossil-Steam (percent)
    92.2       81.1       82.8       91.4       92.6  
 
Source of Energy Supply (percent):
                                       
Coal
    60.0       63.1       58.1       55.7       57.7  
Oil and gas
    27.1       26.1       24.4       25.5       19.9  
Purchased power -
                                       
From non-affiliates
    3.0       3.5       5.1       6.4       3.5  
From affiliates
    9.9       7.3       12.4       12.4       18.9  
 
Total
    100.0       100.0       100.0       100.0       100.0  
 

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SOUTHERN POWER COMPANY
FINANCIAL SECTION

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MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Southern Power Company and Subsidiary Companies 2007 Annual Report
The management of Southern Power Company (the “Company”) is responsible for establishing and maintaining an adequate system of internal control over financial reporting as required by the Sarbanes-Oxley Act of 2002 and as defined in Exchange Act Rule 13a-15(f). A control system can provide only reasonable, not absolute, assurance that the objectives of the control system are met.
Under management’s supervision, an evaluation of the design and effectiveness of the Company’s internal control over financial reporting was conducted based on the framework in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management concluded that the Company’s internal control over financial reporting was effective as of December 31, 2007.
This Annual Report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s independent registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this Annual Report.
/s/ Ronnie L. Bates
Ronnie L. Bates
President and Chief Executive Officer
/s/ Michael W. Southern
Michael W. Southern
Senior Vice President and Chief Financial Officer
February 25, 2008

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Southern Power Company
We have audited the accompanying consolidated balance sheets of Southern Power Company and Subsidiary Companies (the “Company”) (a wholly owned subsidiary of Southern Company) as of December 31, 2007 and 2006, and the related consolidated statements of income, comprehensive income, common stockholder’s equity, and cash flows for each of the three years in the period ended December 31, 2007. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such consolidated financial statements (pages II-365 to II-380) present fairly, in all material respects, the financial position of Southern Power Company and Subsidiary Companies at December 31, 2007 and 2006, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2007, in conformity with accounting principles generally accepted in the United States of America.
/s/ Deloitte & Touche LLP

Atlanta, Georgia
February 25, 2008

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Southern Power Company and Subsidiary Companies 2007 Annual Report
OVERVIEW
Business Activities
Southern Power Company and its wholly-owned subsidiaries (the Company) construct, acquire, own, and manage generation assets and sell electricity at market-based prices in the Super-Southeast wholesale market. The Company continues to execute its regional strategy through a combination of acquiring and constructing new power plants and by entering into power purchase agreements (PPAs) with investor owned utilities, independent power producers, municipalities, and electric cooperatives.
In November 2007, the Company and the Orlando Utilities Commission (OUC) mutually agreed to terminate construction of the gasifier portion of the Integrated Gasification Combined Cycle (IGCC) project in Orlando, Florida. This termination was the result of continuing uncertainty surrounding potential Florida state regulations relating to greenhouse gas emissions. See FUTURE EARNINGS POTENTIAL — “Construction Projects — Integrated Coal Gasification Combined Cycle (IGCC)” herein and Note 4 to the financial statements under “IGCC” for additional information. The Company will continue to construct the combined cycle portion of the project for OUC.
In December 2007, the Company completed construction of Plant Oleander Unit 5, a combustion turbine with a nameplate capacity of 163 megawatts (MW) in Brevard County, Florida. The Company has a PPA covering the entire output of this unit from December 2007 through 2027.
In 2007, the Company continued construction on Plant Franklin Unit 3, a combined cycle unit with an expected capacity of 621 MW near Smiths, Alabama. This unit is expected to be completed in 2008. The Company has a PPA covering the entire output of this unit from 2009 through 2015.
As of December 31, 2007, the Company had units totaling 6,896 MW nameplate capacity in commercial operation. The weighted average duration of the Company’s wholesale contracts exceeds 11.3 years, which reduces remarketing risk. The Company continues to face challenges at the federal regulatory level relative to market power and affiliate transactions. See FUTURE EARNINGS POTENTIAL — “FERC Matters” herein for additional information.
Key Performance Indicators
To evaluate operating results and to ensure the Company’s ability to meet its contractual commitments to customers, the Company focuses on several key performance indicators. These indicators include plant availability, peak season equivalent forced outage rate (EFOR), and net income. Plant availability measures the percentage of time during the year that the Company’s generating units are available to be called upon to generate (the higher the better), whereas the EFOR more narrowly defines the hours during peak demand times when the Company’s generating units are not available due to forced outages (the lower the better). Net income is the primary component of the Company’s contribution to Southern Company’s earnings per share goal. The Company’s actual performance in 2007 met or surpassed targets in these key performance areas. See RESULTS OF OPERATIONS herein for additional information on the Company’s financial performance.
Earnings
The Company’s 2007 earnings were $131.6 million, a $7.2 million increase over 2006. This increase was primarily the result of increased energy sales due to more favorable weather in 2007. Also contributing to the increase were additional sales from the acquisition of Plant Rowan in September 2006. These increases were partially offset by the $10.7 million after tax loss as a result of the termination of the construction of the gasifier portion of the IGCC project.
The Company’s 2006 earnings were $124.4 million, a $9.7 million increase over 2005. This increase was primarily the result of new PPAs started or acquired in the period, including contracts with Piedmont Municipal Power Authority (PMPA) and EnergyUnited Electric Membership Corporation (EnergyUnited) and the PPAs related to the acquisition of Plants DeSoto and Rowan in June 2006 and September 2006, respectively. Short-term energy sales and increased sales from existing resources also contributed to this increase.
The Company’s 2005 earnings were $114.8 million, a $3.3 million increase over 2004. The 2005 increase was primarily attributed to the acquisition of Plant Oleander in June 2005 and additional revenues associated with energy margins from fully contracted units, which were partially offset by the expiration of PPAs at Plant Dahlberg. In addition, interest expense increased in connection with the

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MANAGEMENT’S DISCUSSION AND ANALYSIS (continued)
Southern Power Company and Subsidiary Companies 2007 Annual Report
Plant Oleander acquisition as well as the reduction in capitalized interest due to completion of the Company’s initial construction program.
RESULTS OF OPERATIONS
A condensed income statement follows:
                                 
            Increase (Decrease)
    Amount   from Prior Year
    2007   2007   2006   2005
    (in millions)
Operating revenues
  $ 972.0     $ 195.0     $ (4.0 )   $ 79.7  
 
Fuel
    238.7       93.4       (63.8 )     81.9  
Purchased power
    199.9       29.3       10.7       (28.4 )
Other operations and maintenance
    135.0       39.7       14.5       5.6  
Loss on IGCC project
    17.6       17.6              
Depreciation and amortization
    74.0       8.0       11.7       3.1  
Taxes other than income taxes
    15.7       0.2       2.3       2.0  
 
Total operating expenses
    680.9       188.2       (24.6 )     64.2  
 
Operating income
    291.1       6.8       20.6       15.5  
Other income, net
    3.3       1.1       (0.2 )     0.0  
Interest expense
    79.2       (1.0 )     0.8       13.3  
Income taxes
    83.6       1.7       9.9       (1.1 )
 
Net Income
  $ 131.6     $ 7.2     $ 9.7     $ 3.3  
 
Operating Revenues
Operating revenues in 2007 were $972 million, a $195 million (25.1%) increase from 2006. This increase was primarily due to increased short-term energy sales, a full year of operations at Plant Rowan acquired in September 2006, new sales with EnergyUnited, increased demand under existing PPAs with affiliates as a result of favorable weather within the Southern Company service territory, and higher fuel revenues due to an increase in natural gas prices in 2007. The increase in fuel revenues is accompanied by an increase in related fuel costs and does not have a significant impact on net income.
Operating revenues in 2006 were $777 million, a $4.0 million (0.5%) decrease from 2005. This decrease was primarily due to reduced energy revenues as a result of lower natural gas prices. This reduction is accompanied by a reduction in related fuel costs and does not have a significant net income impact. Offsetting this energy related reduction were increased sales from a full year of operations at Plant Oleander and new sales under PPAs with PMPA and EnergyUnited and those PPAs acquired in the DeSoto and Rowan acquisitions. See FUTURE EARNINGS POTENTIAL — “Power Sales Agreements” herein and Note 2 to the financial statements under “DeSoto and Rowan Acquisitions” for additional information.
Operating revenues in 2005 were $781.0 million, a $79.7 million (11.4%) increase from 2004. This increase was primarily due to PPAs related to the Plant Oleander acquisition, a new PPA with Flint Electric Membership Corporation (Flint EMC), and a full year of revenue from PPAs with Georgia Power at Plant Franklin Unit 2 and Plant Harris Unit 2. The Georgia Power PPA for Plant Franklin Unit 2 had a scheduled sales increase in June 2004, while the PPA for Plant Harris Unit 2 became effective in June 2004. These increases were partially offset by the expiration of PPAs at Plant Dahlberg.
Capacity revenues are an integral component of the Company’s PPAs with both affiliate and non-affiliate customers and represent the greatest contribution to net income. Energy under PPAs is generally sold at variable cost or is indexed to published gas indices. Energy revenues also include fees for support services, fuel storage, and unit start charges. Details of these PPA capacity and energy revenues are as follows:

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MANAGEMENT’S DISCUSSION AND ANALYSIS (continued)
Southern Power Company and Subsidiary Companies 2007 Annual Report
                         
    2007   2006   2005
 
            (in millions)        
 
                       
Capacity revenues —
                       
Affiliates
  $ 279.7     $ 279.1     $ 278.2  
Non-Affiliates
    136.9       103.3       68.7  
 
Total
    416.6       382.4       346.9  
 
Energy revenues —
                       
Affiliates
    227.1       190.1       254.8  
Non-Affiliates
    189.1       144.9       141.5  
 
Total
    416.2       335.0       396.3  
 
Total PPA revenues
  $ 832.8     $ 717.4     $ 743.2  
 
Wholesale revenues that were not covered by PPAs totaled $131 million in 2007, which included $40 million of revenues from affiliated companies. Wholesale sales were made in accordance with the Intercompany Interchange Contract (IIC), as approved by the Federal Energy Regulatory Commission (FERC). These non-PPA wholesale revenues will vary from year to year depending on demand and the availability and cost of generating resources at each company that participates in the centralized operation and dispatch of the Southern Company fleet of generating plants (Southern Pool).
Fuel and Purchased Power Expenses
                         
    2007   2006   2005
 
            (in millions)        
Fuel
  $ 238.7     $ 145.2     $ 209.0  
Purchased power-non-affiliates
    64.6       53.8       57.2  
Purchased power-affiliates
    135.3       116.9       102.9  
 
Total fuel and purchased power expenses
  $ 438.6     $ 315.9     $ 369.1  
 
Fuel costs constitute the single largest expense for the Company. Additionally, the Company purchases a portion of its electricity needs from the wholesale market.
In 2007, fuel expense increased by $93.4 million (64.3%) compared to 2006. The increase was driven by a 43.7% increase in generation at Plants Wansley and Dahlberg and a 5.2% increase in the average cost of natural gas.
In 2006, fuel expense decreased by $63.8 million (30.5%) compared to 2005. The decrease was driven by a 25.4% reduction in the average cost of natural gas. Gas prices in 2006 were lower and had less weather-driven volatility than the previous year. The fuel price decrease was partially offset by volume increases primarily from increased generation at Plants Wansley and Dahlberg.
In 2005, fuel expense increased by $81.9 million (64.4%). The increase was driven by a 54.2% increase in the average cost of natural gas.
While there has been a significant upward trend in the cost of natural gas since 2003, prices moderated somewhat in 2006 and 2007. While demand for natural gas in the United States continued to increase in 2007, natural gas supplies have also risen due to increased production and higher storage levels. The Company’s PPAs generally provide that the purchasers are responsible for substantially all of the cost of fuel.
Purchased power expense increased $29.3 million (17.1%) in 2007 when compared to 2006, primarily due to increased purchases of lower cost energy resources from the Southern Pool and non-affiliates and contracts with Georgia Electric Membership Corporation and Dalton Utilities. Purchased power volume in 2007 increased 21.0% compared to 2006. Purchased power expense increased $10.7 million (6.6%) in 2006 when compared to 2005, due to purchases from the Southern Pool and contracts with Piedmont Municipal Power Agency (PMPA) and Dalton Utilities. Purchased power expense decreased $28.4 million (15.1%) in 2005 when compared to 2004, due to limited market energy sales as the Company’s generating resources were employed for increased PPA commitments. In 2004, the capacity from the uncontracted units was sold into short-term markets and the related energy sales were often served with lower cost, short-term power purchases from affiliates and non-affiliates.
Purchased power expenses will vary depending on demand and the availability and cost of generating resources available throughout

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MANAGEMENT’S DISCUSSION AND ANALYSIS (continued)
Southern Power Company and Subsidiary Companies 2007 Annual Report
the Southern Company system and other contract resources. Load requirements are submitted to the Southern Pool on an hourly basis and are fulfilled with the lowest cost alternative, whether that is generation owned by the Company, affiliate-owned generation, or external purchases.
Other Operations and Maintenance Expenses
In 2007, other operations and maintenance expenses increased $39.7 million (41.7%) compared to 2006. This increase was due primarily to a full year of operations at Plant DeSoto and Plant Rowan acquired in June 2006 and September 2006, respectively, and additional administrative and general expenses as a result of costs incurred to implement the FERC compliance plan. See FUTURE EARNINGS POTENTIAL — “FERC Matters — Intercompany Interchange Contract” herein, Note 2 to the financial statements under “DeSoto and Rowan Acquisitions,” and Note 3 to the financial statements under “FERC Matters — Intercompany Interchange Contract” for additional information.
In 2006 and 2005, other operations and maintenance expenses increased $14.5 million (17.9%) and $5.6 million (7.5%), respectively. These increases were primarily the result of the operation of new generating units from acquisitions of Plant Oleander in June 2005, Plant DeSoto in June 2006, and Plant Rowan in September 2006. See Note 2 to the financial statements under “DeSoto and Rowan Acquisitions” and “Oleander Acquisition” for additional information.
Loss on IGCC Project
In November 2007, the Company and OUC mutually agreed to terminate the construction of the gasifier portion of the IGCC project. The Company will continue construction of the gas-fired combined cycle generating facility, owned by OUC. The Company recorded a loss in the fourth quarter 2007 of approximately $17.6 million related to the cancellation of the gasifier portion of the IGCC project. This loss consists of the write-off of construction costs of $14.0 million and an accrual for termination payments of $3.6 million. See FUTURE EARNINGS POTENTIAL — “Construction Projects — Integrated Coal Gasification Combined Cycle (IGCC)” herein and Note 4 to the financial statements under “IGCC” for additional information.
Depreciation and Amortization
Depreciation and amortization increased $8.0 million (12.2%), $11.7 million (21.6%), and $3.1 million (6%) in 2007, 2006, and 2005, respectively. These increases were primarily the result of additional depreciation related to Plants DeSoto and Rowan acquired in June 2006 and September 2006, respectively, Plant Oleander acquired in June 2005, and higher depreciation rates from a depreciation study adopted in March 2006. See Note 1 to the financial statements under “Depreciation” and Note 2 to the financial statements under “DeSoto and Rowan Acquisitions” and “Oleander Acquisition” for additional information. See FUTURE EARNINGS POTENTIAL — “Other Matters” herein for additional information regarding a new depreciation study.
Taxes Other than Income Taxes
The 2007 increase in taxes other than income taxes was not material.
Taxes other than income taxes increased $2.3 million (17.4%) and $2.0 million (18.1%) in 2006 and 2005, respectively. This was primarily due to incremental ad valorem taxes on new assets: Plants DeSoto and Rowan acquired in June 2006 and September 2006, respectively, and Plant Oleander acquired in June 2005. See Note 2 to the financial statements under “DeSoto and Rowan Acquisitions” and “Oleander Acquisition” for additional information.
Interest Expense, Net of Amounts Capitalized
Interest expense decreased $1.0 million (1.2%) in 2007 primarily due to additional capitalized interest of $10.9 million on active construction projects and reduced interest on commercial paper of $2.0 million due to lower borrowing levels. This decrease was partially offset by $11.9 million increase in interest on $200 million of senior notes that were issued in November 2006.
Interest expense increased $0.8 million (1.0%) and $13.3 million (20.0%) in 2006 and 2005, respectively. The 2006 increase was primarily the result of additional debt incurred for acquisitions. This increase was offset by $5.6 million of interest capitalized on active construction projects. The 2005 increase was due to incremental debt incurred for the Oleander acquisition. Additional factors for the 2005 increase included a reduction of $17.4 million in interest costs being capitalized as projects reached completion, were sold, or were suspended during those periods. Plant McIntosh Units 10 and 11 were transferred to Georgia Power and construction

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MANAGEMENT’S DISCUSSION AND ANALYSIS (continued)
Southern Power Company and Subsidiary Companies 2007 Annual Report
was suspended on Plant Franklin Unit 3 during 2004, effectively ceasing all capitalized interest in 2005. For additional information, see FUTURE EARNINGS POTENTIAL — “Construction Projects,” Note 4 to the financial statements under “IGCC,” and Note 7 to the financial statements under “Construction Programs.”
Other Income (Expense), Net
Changes in other income, net in 2007, 2006, and 2005 were primarily the result of unrealized gains and losses on derivative energy contracts. See FINANCIAL CONDITION AND LIQUIDITY — “Market Price Risk” herein and Notes 1 and 6 to the financial statements under “Financial Instruments.”
Income Taxes
Income taxes increased $1.7 million (2.1%) in 2007, increased $9.9 million (13.9%) in 2006, and decreased $1.1 million (1.5%) in 2005. Fluctuations in income taxes were primarily the result of changes to pre-tax income.
Effects of Inflation
When inflation exceeds projections used in market, term, and cost evaluations performed at contract initiation, the effects of inflation can create an economic loss. In addition, the income tax laws are based on historical costs. Therefore inflation creates an economic loss as the Company is recovering its costs of investments in dollars that could have less purchasing power. While the inflation rate has been relatively low in recent years, it continues to have an adverse effect on the Company due to large investment in utility plant with long economic lives. Conventional accounting for historical costs does not recognize this economic loss or the partially offsetting gain that arises through financing facilities with fixed money obligations such as long-term debt.
FUTURE EARNINGS POTENTIAL
General
The results of operations for the past three years are not necessarily indicative of future earnings potential. A number of factors affect the opportunities, challenges, and risks of the Company’s competitive wholesale energy business. These factors include the ability to achieve sales growth while containing costs. Another major factor is federal regulatory policy, which may impact the Company’s level of participation in this market. The level of future earnings depends on numerous factors including regulatory matters (such as those related to affiliate contracts), sales, creditworthiness of customers, total generating capacity available in the Southeast, and the successful remarketing of capacity as current contracts expire.
Power Sales Agreements
The Company’s sales are primarily through long-term PPAs. The Company is working to maintain and expand its share of the wholesale market in the Super-Southeast power markets. Recent oversupply of generating capacity in the market is being reduced and the Company expects that many areas of the market will need capacity beyond 2011.
The Company’s PPAs consist of two types of agreements. The first type, referred to as a unit or block sale, is a customer purchase from a dedicated plant unit where all or a portion of the generation from that unit is reserved for that customer. The second type, referred to as requirements service, provides that the Company serve the customer’s capacity and energy requirements from a combination of the customer’s own generating units and from Company resources not dedicated to serve unit or block sales. The Company has rights to purchase power from these customers when economically viable.

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MANAGEMENT’S DISCUSSION AND ANALYSIS (continued)
Southern Power Company and Subsidiary Companies 2007 Annual Report
The Company has entered into the following PPAs over the past 3 years:
                     
                    Contract
    Date   Megawatts   Plant   Term
 
2007
                   
Progress Energy Carolina Inc.
  December 2007     155     Rowan   1/10-12/10
Progress Energy Carolina Inc. (a)
  December 2007     160     Wansley   1/11-12/11
Georgia Power
  April 2007     561     Wansley   6/10-5/17
Georgia Power
  April 2007     292     Dahlberg   6/10-5/25
Progress Energy Carolina Inc.
  February 2007     150     Rowan   1/10-12/19
 
                   
2006
                   
Gulf Power
  October 2006     292     Dahlberg   6/09-5/14
Duke Power (b)
  September 2006     152     Rowan   9/06-12/10
Duke Power (b)
  September 2006     304     Rowan   9/06-12/10
North Carolina Municipal Power Agency No. 1 (NCMPA1) (b)
  September 2006     50     Rowan   9/06-12/10
NCMPA1 (b)
  September 2006     150     Rowan   1/11-12/30
EnergyUnited (Full Requirements)
  May 2006   149 (c)   Unassigned   9/06-12/10
EnergyUnited (Full Requirements)
  May 2006   388 (c)   Unassigned   1/11-12/25
EnergyUnited (Block)
  May 2006     205     Rowan   1/11-12/25
Constellation Energy Group, Inc. (d)
  April 2006     621     Franklin   1/09-12/15
Seminole Electric Cooperative, Inc.
  February 2006     465     Oleander   1/10-12/15
Florida Municipal Power Agency
  February 2006     162     Oleander   12/07 -12/27
 
                   
2005
                   
Florida Power & Light (e)
  June 2005     155     Oleander   6/05-5/12
Seminole Electric Cooperative, Inc. (e)
  June 2005     465     Oleander   6/05-12/09
 
(a)   Subject to obtaining transmission service.
 
(b)   Assumed contract through the Plant Rowan acquisition.
 
(c)   Reflects average annual capacity purchases.
 
(d)   Contract was assumed from Progress Ventures, Inc. in 2007.
 
(e)   Assumed contract through the Plant Oleander acquisition.
The Company has PPAs with some of Southern Company’s traditional operating companies and with other investor owned utilities, independent power producers, municipalities, and electric cooperatives. Although some of the Company’s PPAs are with the traditional operating companies, the Company’s generating facilities are not in the traditional operating companies’ regulated rate bases, and the Company is not able to seek recovery from the traditional operating companies’ ratepayers for construction, repair, environmental, or maintenance costs. The Company expects that the capacity payments in the PPAs will produce sufficient cash flow to cover costs, pay debt service, and provide an equity return. However, the Company’s overall profit will depend on numerous factors, including efficient operation of its generating facilities.
As a general matter, existing PPAs provide that the purchasers are responsible for substantially all of the cost of fuel relating to the energy delivered under such PPAs. To the extent a particular generating facility does not meet the operational requirements contemplated in the PPAs, the Company may be responsible for excess fuel costs. With respect to fuel transportation risk, most of the Company’s PPAs provide that the counterparties are responsible for procuring and transporting the fuel to the particular generating facility.
Fixed and variable operation and maintenance costs will be recovered through capacity charges based on dollars-per-kilowatt year or energy charges based on dollars-per-MW hour. In general, the Company has long-term service contracts with General Electric (GE) to reduce its exposure to certain operation and maintenance costs relating to GE equipment. See Note 7 to the financial statements under “Long-Term Service Agreements” for additional information.

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Many of the Company’s PPAs have provisions that require the posting of collateral or an acceptable substitute guarantee in the event that Standard & Poor’s or Moody’s downgrades the credit ratings of the counterparty to an unacceptable credit rating or the counterparty is not rated or fails to maintain a minimum coverage ratio. The PPAs are expected to provide the Company with a stable source of revenue during their respective terms.
The Company has entered into long-term power sales agreements for an average of 91% of its available capacity for the next 10 years as follows:
                                         
    2008-     2010-     2012-     2014-     2016-  
    2009     2011     2013     2015     2017  
 
 
                                       
Total available capacity 1
    7,618       7,506       7,393       7,393       7,393  
Average contracted capacity
    6,706       7,210       6,893       7,079       5,936  
% contracted
    88 %     96 %     93 %     96 %     80 %
 
1.   Includes confirmed third party power purchases for 2008 through 2010.
FERC Matters
Market-Based Rate Authority
The Company has authorization from the FERC to sell power to non-affiliates, including short-term opportunity sales, at market-based prices. Specific FERC approval must be obtained with respect to a market-based contract with an affiliate.
In December 2004, the FERC initiated a proceeding to assess Southern Company’s generation dominance within its retail service territory. The ability to charge market-based rates in other markets is not an issue in the proceeding. Any new market-based rate sales by the Company in Southern Company’s retail service territory entered into during a 15-month refund period that ended in May 2006 could be subject to refund to a cost-based rate level.
In late June and July 2007, hearings were held in this proceeding and the presiding administrative law judge issued an initial decision on November 9, 2007 regarding the methodology to be used in the generation dominance tests. The proceedings are ongoing. The ultimate outcome of this generation dominance proceeding cannot now be determined, but an adverse decision by the FERC in a final order could require the Company to charge cost-based rates for certain wholesale sales in the Southern Company retail service territory, which may be lower than negotiated market-based rates, and could also result in refunds of up to $0.7 million, plus interest. The Company believes that there is no meritorious basis for this proceeding and is vigorously defending itself in this matter.
On June 21, 2007, the FERC issued its final rule regarding market-based rate authority. The FERC generally retained its current market-based rate standards. The impact of this order and its effect on the generation dominance proceeding cannot now be determined.
Intercompany Interchange Contract
The majority of the Company’s generation fleet is operated under the IIC, as approved by the FERC. In May 2005, the FERC initiated a new proceeding to examine (1) the provisions of the IIC among the traditional operating companies, the Company, and Southern Company Services, Inc., as agent, under the terms of which the Southern Pool is operated, (2) whether any parties to the IIC have violated the FERC’s standards of conduct applicable to utility companies that are transmission providers, and (3) whether Southern Company’s code of conduct defining the Company as a “system company” rather than a “marketing affiliate” is just and reasonable. In connection with the formation of the Company, the FERC authorized the Company’s inclusion in the IIC in 2000. The FERC also previously approved Southern Company’s code of conduct.
In October 2006, the FERC issued an order accepting a settlement resolving the proceeding subject to Southern Company’s agreement to accept certain modifications to the settlement’s terms and Southern Company notified the FERC that it accepted the modifications. The modifications largely involve functional separation and information restrictions related to marketing activities conducted on

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behalf of the Company. Southern Company filed with the FERC in November 2006 a compliance plan in connection with the order. On April 19, 2007, the FERC approved, with certain modifications, the plan submitted by Southern Company. On November 19, 2007, Southern Company notified the FERC that the plan had been implemented and the FERC division of audits subsequently began an audit pertaining to compliance implementation and related matters, which is ongoing. The Company’s cost of implementing the plan, including the modifications, is expected to be approximately $8 million annually.
Income Tax Matters
Internal Revenue Code Section 199 Domestic Production Deduction
The American Jobs Creation Act of 2004 created a tax deduction for a portion of income attributable to U.S. production activities as defined in the Internal Revenue Code of 1986, as amended, Section 199 (production activities deduction). The deduction is equal to a stated percentage of qualified production activities net income. The percentage is phased in over the years 2005 through 2010 with a 3% rate applicable to the years 2005 and 2006, a 6% rate applicable for years 2007 through 2009, and a 9% rate applicable for all years after 2009. See Note 5 to the financial statements under “Effective Tax Rate” for additional information.
Bonus Depreciation
On February 13, 2008, President Bush signed the Economic Stimulus Act of 2008 (Stimulus Act) into law. The Stimulus Act includes a provision that allows 50% bonus depreciation for certain property acquired in 2008 and placed in service in 2008 or, in certain limited cases, 2009. The Company is currently assessing the financial implications of the Stimulus Act; however, the ultimate impact cannot be determined at this time.
Environmental Matters
The Company’s operations are subject to extensive regulation by state and federal environmental agencies under a variety of statutes and regulations governing environmental media, including air, water, and land resources. Applicable statutes include the Clean Air Act; the Clean Water Act; the Comprehensive Environmental Response, Compensation, and Liability Act; the Resource Conservation and Recovery Act; the Toxic Substances Control Act; the Emergency Planning & Community Right-to-Know Act; the Endangered Species Act; and related federal and state regulations. Compliance with possible additional federal or state legislation or regulations related to global climate change, air quality, or other environmental and health concerns could also significantly affect the Company.
New environmental legislation or regulations, such as requirements related to greenhouse gases, or changes to existing statutes or regulations, could affect many areas of the Company’s operations. While the Company’s PPAs generally contain provisions that permit charging the counterparty with some of the new costs incurred as a result of changes in environmental laws and regulations, the full impact of any such regulatory or legislative changes cannot be determined at this time.
Because the Company’s units are newer gas-fired generating facilities, costs associated with environmental compliance for these facilities have been less significant than for similarly situated coal-fired generating facilities or older gas-fired generating facilities. Environmental, natural resource, and land use concerns, including the applicability of air quality limitations, the availability of water withdrawal rights, uncertainties regarding aesthetic impacts such as increased light or noise, and concerns about potential adverse health impacts, can, however, increase the cost of siting and operating any type of future electric generating facility. The impact of such statutes and regulations on the Company cannot be determined at this time.
Litigation over environmental issues and claims of various types, including property damage, common law nuisance, and citizen enforcement of environmental requirements such as air and water quality standards, has increased generally throughout the United States. In particular, personal injury claims for damages caused by alleged exposure to hazardous materials have become more frequent. The ultimate outcome of such potential litigation against the Company cannot be determined at this time.
Global Climate Issues
Federal legislative proposals that would impose mandatory requirements related to greenhouse gas emissions continue to be considered in Congress. The ultimate outcome of these proposals cannot be determined at this time; however, mandatory restrictions on the Company’s greenhouse gas emissions could result in significant additional compliance costs that could affect results of operations, cash flows, and financial condition if such costs are not recovered under applicable power purchase agreements.

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In April 2007, the U.S. Supreme Court ruled that the Environmental Protection Agency (EPA) has authority under the Clean Air Act to regulate greenhouse gas emissions from new motor vehicles. The EPA is currently developing its response to this decision. Regulatory decisions that will follow from this response may have implications for both new and existing stationary sources, such as power plants. The ultimate outcome of these rulemaking activities cannot be determined at this time; however, as with the current legislative proposals, mandatory restrictions on the Company’s greenhouse gas emissions could result in significant additional compliance costs that could affect results of operations, cash flows, and financial condition if such costs are not recovered under applicable PPAs.
In addition, some states are considering or have undertaken actions to regulate and reduce greenhouse gas emissions. For example, on July 13, 2007, the Governor of the State of Florida signed three executive orders addressing reduction of greenhouse gas emissions within the state, including statewide emission reduction targets beginning in 2017. Included in the orders is a directive to the Florida Secretary of Environmental Protection to develop rules adopting maximum allowable emissions levels of greenhouse gases for electric utilities, consistent with the statewide emission reduction targets, and a request to the Florida Public Service Commission to initiate rulemaking requiring utilities to produce at least 20% of their electricity from renewable sources. The impact of these orders on the Company will depend on the development, adoption, and implementation of any rules governing greenhouse gas emissions, and the ultimate outcome cannot be determined at this time.
International climate change negotiations under the United Nations Framework Convention on Climate Change also continue. Current efforts focus on a potential successor to the Kyoto Protocol for the post 2008 through 2012 timeframe. The Company continues to evaluate its future energy and emission profiles and is participating in voluntary programs to reduce greenhouse gas emissions and to help develop and advance technology to reduce emissions.
Construction Projects
Plant Franklin Unit 3
The Company restarted construction activities on Plant Franklin Unit 3 in 2006, with an expected completion date in June 2008. The total cost is expected to be approximately $318.6 million, of which $280.4 million had been spent as of December 31, 2007. The expected capacity of this unit is 621 MW and will be used to provide annual capacity for a PPA with Constellation Energy Group, Inc. from 2009 through 2015.
Plant Oleander Unit 5
The Company completed construction of Plant Oleander Unit 5 in December 2007. Costs incurred through December 31, 2007 were $56.9 million. This unit is a combustion turbine with a nameplate capacity of 163 MW in Brevard County, Florida. This unit is contracted to provide annual capacity for a PPA with the Florida Municipal Power Agency from 2007 through 2027.
Integrated Coal Gasification Combined Cycle (IGCC)
In December 2005, the Company and the OUC executed definitive agreements for development of a 285-MW IGCC project in Orlando, Florida. The definitive agreements provided that the Company would own at least 65% of the gasifier portion of the IGCC project. OUC would own the remainder of the gasifier portion and 100% of the combined cycle portion of the IGCC project. The Company signed cooperative agreements with the U.S. Department of Energy (DOE) that provided up to $293.75 million in grant funding for the gasification portion of this project. The IGCC project was expected to begin commercial operation in 2010. Due to continuing uncertainty surrounding potential state regulations relating to greenhouse gas emissions, the Company and OUC mutually agreed to terminate the construction of the gasifier portion of the IGCC project in November 2007. The Company will continue construction of the gas-fired combined cycle generating facility for OUC under a fixed-price, long-term contract for engineering, procurement and construction services. The Company recorded a loss in the fourth quarter 2007 of approximately $17.6 million related to cancellation of the gasifier portion of the IGCC project. This amount is net of reimbursements from OUC and the DOE. This loss consists of the write-off of construction costs of $14.0 million and an accrual for termination costs of $3.6 million. All termination costs are expected to be paid in 2008. As part of the termination agreement with OUC, the Company agreed to sell a tract of land in Orange County, Florida to OUC. The Company will record a gain of approximately $6 million on this sale in the first quarter of 2008.

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Other Matters
The Company completed a depreciation study in 2006 and updated the composite depreciation rates for its property, plant, and equipment. This change in estimate arises from changes in useful life assumptions for certain components of plant in service. This change increased depreciation expense and reduced net income. The 2006 net income impact of this change was $3.8 million. See Note 1 to the financial statements under “Depreciation” for additional information. The Company is currently undergoing a new depreciation study that will be implemented in 2008. It is expected that the results of this new study will increase depreciation expense and reduce net income. The net income impact of this change is estimated to be $2.7 million annually.
From time to time, the Company is involved in various other matters being litigated and regulatory matters that could affect future earnings. In addition, the Company is subject to certain claims and legal actions arising in the ordinary course of business. The Company’s business activities are subject to extensive governmental regulation related to public health and the environment. Litigation over environmental issues and claims of various types, including property damage, personal injury, common law nuisance, and citizen enforcement of environmental requirements such as air and water quality standards, has increased generally throughout the United States. The ultimate outcome of such pending or potential litigation against the Company cannot be predicted at this time; however, for current proceedings not specifically reported herein, management does not anticipate that the liabilities, if any arising from such current proceedings would have a material adverse effect on the Company’s financial statements. See Note 3 to the financial statements for information regarding material issues.
ACCOUNTING POLICIES
Application of Critical Accounting Policies and Estimates
The Company prepares its consolidated financial statements in accordance with accounting principles generally accepted in the United States. Significant accounting policies are described in Note 1 to the financial statements. In the application of these policies, certain estimates are made that may have a material impact on the Company’s results of operations and related disclosures. Different assumptions and measurements could produce estimates that are significantly different from those recorded in the financial statements. Senior management has reviewed and discussed the critical accounting policies and estimates described below with the Audit Committee of Southern Company’s Board of Directors.
Revenue Recognition
The Company’s revenue recognition depends on appropriate classification and documentation of transactions in accordance with Financial Accounting Standards Board (FASB) Statement No. 133, “Accounting for Derivative Instruments and Hedging Activities,” as amended and interpreted (SFAS No. 133). In general, the Company’s power sale transactions can be classified in one of four categories: non-derivatives, normal sales, cash flow hedges, and mark to market. For more information on derivative transactions, see FINANCIAL CONDITION AND LIQUIDITY — “Market Price Risk” and Notes 1 and 6 to the financial statements under “Financial Instruments.” The Company’s revenues are dependent upon significant judgments used to determine the appropriate transaction classification, which must be documented upon the inception of each contract. Factors that must be considered in making these determinations include:
    Assessing whether a sales contract meets the definition of a lease;
 
    Assessing whether a sales contract meets the definition of a derivative;
 
    Assessing whether a sales contract meets the definition of a capacity contract;
 
    Assessing the probability at inception and throughout the term of the individual contract that the contract will result in physical delivery;
 
    Ensuring that the contract quantities do not exceed available generating capacity (including purchased capacity);
 
    Identifying the hedging instrument, the hedged transaction, and the nature of the risk being hedged; and
 
    Assessing hedge effectiveness at inception and throughout the contract term.

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Normal Sale and Non-Derivative Transactions
The Company has capacity contracts that provide for the sale of electricity and that involve physical delivery in quantities within the Company’s available generating capacity. These contracts either do not meet the definition of a derivative or are designated as normal sales thus exempting them from fair value accounting under SFAS No. 133. As a result, such transactions are accounted for as executory contracts; additionally the related revenue is recognized in accordance with Emerging Issues Task Force (EITF) No. 91-6, “Revenue Recognition of Long-Term Power Sales Contracts” on an accrual basis in amounts equal to the lesser of the levelized amount or the amount billable under the contract, over the respective contract periods. Revenues are recorded on a gross basis in accordance with EITF No. 99-19 “Reporting Revenue Gross as a Principal versus Net as an Agent.” Revenues from transactions that do not meet the definition of a derivative are also recorded in this manner. Contracts recorded on the accrual basis represented the majority of the Company’s operating revenues for the year ended December 31, 2007.
Cash Flow Hedge Transactions
The Company designates other derivative contracts for the sale of electricity as cash flow hedges of anticipated sale transactions. These contracts are marked to market through other comprehensive income over the life of the contract. Realized gains and losses are then recognized in revenues as incurred.
Mark-to-Market Transactions
Contracts for sales of electricity that are not normal sales and are not designated as cash flow hedges are marked to market and recorded directly through net income. Net unrealized gains on such contracts were not material for the year ended December 31, 2007.
Percentage of Completion
The Company is currently engaged in a long-term contract for engineering, procurement, and construction services to build a combined cycle unit for OUC. Construction activities commenced in 2006 and are expected to be complete by the end of 2010. Revenues and costs are recognized using the percentage-of-completion method. The Company utilizes the cost-to-cost approach as this method is less subjective than relying on assessments of physical progress. The percentage of completion represents the percentage of the total costs incurred to the estimated total cost of the contract. Revenues and costs are recognized by applying this percentage to the total revenues and estimated costs of the contract.
Asset Impairments
The Company’s investments in long-lived assets are primarily generation assets, whether in service or under construction. The Company evaluates the carrying value of these assets under FASB Statement No. 144, “Accounting for the Impairment or Disposal of Long-lived Assets,” whenever indicators of potential impairment exist. Examples of impairment indicators could include significant changes in construction schedules, current period losses combined with a history of losses, or a projection of continuing losses or a significant decrease in market prices. If an indicator exists, the asset is tested for recoverability by comparing the asset carrying value to the sum of the undiscounted expected future cash flows directly attributable to the asset. A high degree of judgment is required in developing estimates related to these evaluations, which are based on projections of various factors, including the following:
    Future demand for electricity based on projections of economic growth and estimates of available generating capacity;
 
    Future power and natural gas prices, which have been quite volatile in recent years; and
 
    Future operating costs.
Acquisition Accounting
The Company has been engaged in a strategy of acquiring assets. The Company has accounted for these acquisitions under the purchase method in accordance with FASB Statement No. 141, “Business Combinations.” Accordingly, the Company has included these operations in the consolidated financial statements from the respective date of acquisition. The purchase price of each acquisition was allocated to the identifiable assets and liabilities based on a valuation prepared by a third party.

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Contingent Obligations
The Company is subject to a number of federal and state laws and regulations, as well as other factors and conditions that potentially subject it to environmental, litigation, income tax, and other risks. See FUTURE EARNINGS POTENTIAL herein and Note 3 to the financial statements for more information regarding certain of these contingencies. The Company periodically evaluates its exposure to such risks and records reserves for those matters where a loss is considered probable and reasonably estimable in accordance with generally accepted accounting principles. The adequacy of reserves can be significantly affected by external events or conditions that can be unpredictable; thus, the ultimate outcome of such matters could materially affect the Company’s financial statements. These events or conditions include the following:
   Changes in existing state or federal regulation by governmental authorities having jurisdiction over air quality, water quality, control of toxic substances, hazardous and solid wastes, and other environmental matters.
   Changes in existing income tax regulations or changes in Internal Revenue Service (IRS) or state revenue department interpretations of existing regulations.
   Identification of additional sites that require environmental remediation or the filing of other complaints in which the Company may be asserted to be a potentially responsible party.
   Identification and evaluation of other potential lawsuits or complaints in which the Company may be named as a defendant.
   Resolution or progression of existing matters through the legislative process, the court systems, the IRS, the FERC, or the EPA.
New Accounting Standards
Income Taxes
On January 1, 2007, the Company adopted FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes” (FIN 48), which requires companies to determine whether it is “more likely than not” that a tax position will be sustained upon examination by the appropriate taxing authorities before any part of the benefit can be recorded in the financial statements. It also provides guidance on the recognition, measurement, and classification of income tax uncertainties, along with any related interest and penalties. The provisions of FIN 48 were applied to all tax positions beginning January 1, 2007. The adoption of FIN 48 did not have a material impact on the Company’s financial statements.
Fair Value Measurement
The FASB issued FASB Statement No. 157, “Fair Value Measurements” (SFAS No. 157) in September 2006. SFAS No. 157 provides guidance on how to measure fair value where it is permitted or required under other accounting pronouncements. SFAS No. 157 also requires additional disclosures about fair value measurements. The Company adopted SFAS No. 157 in its entirety on January 1, 2008, with no material effect on its financial condition or results of operations.
Fair Value Option
In February 2007, the FASB issued FASB Statement No. 159, “Fair Value Option for Financial Assets and Financial Liabilities — Including an Amendment of FASB Statement No. 115” (SFAS No. 159). This standard permits an entity to choose to measure many financial instruments and certain other items at fair value. The Company adopted SFAS No. 159 on January 1, 2008, with no material effect on its financial condition or results of operations.
Business Combinations
In December 2007, the FASB issued FASB Statement No. 141 (revised 2007), “Business Combinations” (SFAS No. 141R). SFAS No. 141R, when adopted, will significantly change the accounting for business combinations, specifically the accounting for contingent consideration, contingencies, acquisition costs, and restructuring costs. The Company plans to adopt SFAS No. 141R on January 1, 2009. It is likely that the adoption of SFAS No. 141R will have a significant impact on the accounting for any business combinations completed by the Company after January 1, 2009.

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In December 2007, the FASB issued FASB Statement No. 160, “Non-controlling Interests in Consolidated Financial Statements” (SFAS No. 160). SFAS No. 160 amends Accounting Research Bulletin No. 51, “Consolidated Financial Statements” to establish accounting and reporting standards for the non-controlling (minority) interest in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a non-controlling interest in a subsidiary should be reported as equity in the consolidated financial statements and establishes a single method of accounting for changes in a parent’s ownership interest in a subsidiary that do not result in deconsolidation. The Company plans to adopt SFAS No. 160 on January 1, 2009 and is currently assessing its impact, if any.
FINANCIAL CONDITION AND LIQUIDITY
Overview
Net cash provided from operating activities totaled $315.4 million in 2007 increasing 30% from 2006. This increase is primarily due to the increase in sales due to favorable weather and cash received under billings for the engineering, procurement, and construction services to build a combined cycle unit for OUC. The OUC contract is not expected to have any positive or negative cash impacts to the Company over the term of the contract as the Company is not anticipating a profit or loss from this transaction at this time. Net cash used for investing activities totaled $183.9 million in 2007 decreasing 61% from 2006. This decrease was primarily due to the acquisition of Plants DeSoto and Rowan in June 2006 and September 2006, respectively. Gross property additions to utility plant of $183.7 million in 2007 were primarily related to the on-going construction activity at Plant Franklin Unit 3 and the completion of construction at Plant Oleander Unit 5. Net cash used for financing activities was $161.5 million in 2007 compared to $233.4 million provided to the Company in 2006. This change was primarily due to the cash proceeds of $200 million from the issuance of 30-year senior notes in 2006 and borrowings and equity contributions to finance the acquisitions of Plants DeSoto and Rowan.
Other significant balance sheet changes consist of an increase in assets and liabilities for risk management activities of $14.1 million and $12.5 million, respectively. These increases, which do not affect cash, are primarily due to mark-to-market changes on forward energy sales of uncovered plant assets and related gas hedges on the forward sales.
In 2007, the Company also paid $89.8 million in dividends to Southern Company and reduced short-term indebtedness outstanding by $74 million.
Sources of Capital
The Company may use operating cash flows, external funds, or equity capital from Southern Company to finance any new projects, acquisitions, and ongoing capital requirements. The Company expects to generate external funds from the issuance of unsecured senior debt and commercial paper or utilization of credit arrangements from banks. However, the amount, type, and timing of any financings, if needed, will depend upon regulatory approval, prevailing market conditions, and other factors.
The Company’s current liabilities frequently exceed current assets due to the use of short-term indebtedness as a funding source, as well as cash needs which can fluctuate significantly due to the seasonality of the business. To meet liquidity and capital resource requirements, the Company had at December 31, 2007, $400 million of committed credit arrangements with banks that expire in 2012. Borrowings of $13 million under this facility were outstanding as of December 31, 2007. Proceeds from these credit arrangements may be used for working capital and general corporate purposes as well as liquidity support for the Company’s commercial paper program. See Note 6 to the financial statements under “Bank Credit Arrangements” for additional information.
The Company’s commercial paper program is used to finance acquisition and construction costs related to electric generating facilities and for general corporate purposes. At December 31, 2007, there was $36.7 million of commercial paper outstanding. See Note 6 to the financial statements under “Commercial Paper” for additional information.
Management believes that the need for working capital can be adequately met by utilizing commercial paper programs and lines of credit without maintaining large cash balances.
Financing Activities
During 2007, the Company did not issue any new long-term securities.
During 2006, the Company issued $200 million of 30-year unsecured long-term senior notes. The proceeds of the issuance were used to repay a portion of the Company’s outstanding short-term indebtedness and for other general corporate purposes, including the

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Company’s continuous construction program. In conjunction with issuing the securities, the Company terminated $200 million in interest swaps at a cost of $8.1 million. This cost was recorded in other comprehensive income and is being amortized to interest expense over a 10-year period.
The issuance of all securities by the Company is generally subject to regulatory approval by the FERC. Additionally, with respect to the public offering of securities, the Company files registration statements with the Securities and Exchange Commission (SEC) under the Securities Act of 1933, as amended (1933 Act). The amounts of securities authorized by the FERC, as well as the amounts registered under the 1933 Act, are continuously monitored and appropriate filings are made to ensure flexibility in the capital markets.
Credit Rating Risk
The Company does not have any credit arrangements that would require material changes in payment schedules or terminations as a result of a credit rating downgrade. There are certain contracts that could require collateral, but not accelerated payment, in the event of a credit rating change to BBB and Baa2 or to BBB- or Baa3 or below. These contracts are primarily for physical electricity purchases and sales. At December 31, 2007, the maximum potential collateral requirements at a BBB and Baa2 rating were approximately $9 million and at a BBB- or Baa3 rating were approximately $270 million. At December 31, 2007 the maximum potential collateral requirements at a rating below BBB- or Baa3 were approximately $457 million. Generally, collateral may be provided by a Southern Company guaranty, letter of credit, or cash.
In addition, through the acquisition of Plant Rowan, the Company assumed a PPA with Duke Energy that could require collateral, but not accelerated payment, in the event of a downgrade to the Company’s credit rating to below BBB- or Baa3. The amount of collateral required would depend upon actual losses, if any, resulting from a credit downgrade, limited to the Company’s remaining obligations under the contract.
The Company, along with the other members of the Southern Pool, is also party to certain agreements that could require collateral and/or accelerated payment in the event of a credit rating change to below investment grade for Alabama Power and/or Georgia Power. These agreements are primarily for natural gas and power price risk management activities. At December 31, 2007, the Company’s total exposure to these types of agreements was approximately $15 million.
Market Price Risk
The Company is exposed to market risks, including changes in interest rates, certain energy-related commodity prices, and, occasionally, currency exchange rates. To manage the volatility attributable to these exposures, the Company nets the exposures to take advantage of natural offsets and enters into various derivative transactions for the remaining exposures pursuant to the Company’s policies in areas such as counterparty exposure and hedging practices. Company 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.
Because energy from the Company’s facilities is primarily sold under long-term PPAs with tolling agreements and provisions shifting substantially all of the responsibility for fuel cost to the counterparties, the Company’s exposure to market volatility in commodity fuel prices and prices of electricity is limited.
The fair value of changes in derivative energy contracts and year-end valuations were as follows at December 31:
                 
    Changes in Fair Value
 
    2007   2006
 
    (in thousands)
Contracts beginning of year
  $ 1,850     $ 223  
Contracts realized or settled
    (1,887 )     (5,233 )
New contracts at inception
           
Changes in valuation techniques
           
Current period changes (a)
    3,408       6,860  
 
Contracts end of year
  $ 3,371     $ 1,850  
 
(a)   Current period changes also include the changes in fair value of new contracts entered into during the period, if any.

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At December 31, 2007, the sources of the valuation prices were as follows:
                         
    Source of 2007 Year-End
    Valuation Prices
 
    Total   Maturity        
    Fair Value   Year 1   1-3 Years
 
            (in thousands)        
Actively quoted
  $ (406 )   $ (337 )   $ (69 )
External sources
    3,777       3,777        
Models and other methods
                 
 
Contracts end of year
  $ 3,371     $ 3,440     $ (69 )
 
Unrealized pre-tax gains and losses on electric contracts used to hedge anticipated sales, 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.
At December 31, 2007, the fair value gains/(losses) of energy related derivative contracts were reflected in the financial statements as follows:
         
    Amounts
 
    (in thousands)
Net Income
  $ 3,293  
Accumulated other comprehensive income
    78  
 
Total fair value
  $ 3,371  
 
Unrealized pre-tax gains and losses from energy-related derivative contracts recognized in income were not material for any year presented. The Company is exposed to market-price risk in the event of nonperformance by counterparties to the derivative energy contracts. The Company’s policy is to enter into agreements with counterparties that have investment grade credit ratings by Standard & Poor’s and Moody’s or with counterparties who have posted collateral to cover potential credit exposure. Therefore, the Company does not anticipate market risk exposure from nonperformance by the counterparties. For additional information, see Notes 1 and 6 to the financial statements under “Financial Instruments.”
At December 31, 2007, the Company had no variable long-term debt outstanding. Therefore, there would be no effect on annualized interest expense related to long-term debt if the Company sustained a 100 basis point change in interest rates. The Company is not aware of any facts or circumstances that would significantly affect such exposures in the near term.
Capital Requirements and Contractual Obligations
The capital program of the Company is currently estimated to be $109.1 million for 2008, $281.9 million for 2009, and $765.4 million for 2010. These amounts include estimates for potential plant acquisitions and/or new construction as well as ongoing capital improvements. Actual construction costs may vary from these estimates because of changes in factors such as: business conditions; environmental statutes and regulations; FERC rules and regulations; load projections; the cost and efficiency of construction labor, equipment, and materials; and the cost of capital. Currently, there is one unit at Plant Franklin under construction.
Other funding requirements related to obligations associated with scheduled maturities of long-term debt, as well as the related interest, leases, derivative obligations, and other purchase commitments are as follows. See Notes 1, 6, and 7 to the financial statements for additional information.

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MANAGEMENT’S DISCUSSION AND ANALYSIS (continued)
Southern Power Company and Subsidiary Companies 2007 Annual Report
Contractual Obligations
                                         
            2009-   2011-   After    
    2008   2010   2012   2012   Total
 
    (in millions)
 
Long-term debt (a)
                                       
Principal
  $     $     $ 575.0     $ 725.0     $ 1,300.0  
Interest
    74.2       148.6       148.6       382.8       754.2  
Other derivative obligations (b)
    12.6       0.1                   12.7  
Operating leases
    0.5       0.8       0.7       22.3       24.3  
Purchase commitments (c)
                                       
Capital (d)
    109.1       1,047.3                   1,156.4  
Natural gas (e)
    194.9       155.9       72.0       211.0       633.8  
Purchased power
    5.4       21.7                   27.1  
Long-term service agreements (f)
    33.3       101.4       70.6       963.5       1,168.8  
 
Total
  $ 430.0     $ 1,475.8     $ 866.9     $ 2,304.6     $ 5,077.3  
 
(a)   All amounts are reflected based on final maturity dates. The Company plans to retire higher-cost securities and replace these obligations with lower-cost capital if market conditions permit.
 
(b)   For additional information, see Notes 1 and 6 to the financial statements.
 
(c)   The Company generally does not enter into non-cancelable commitments for other operations and maintenance expenditures. Total other operations and maintenance expenses for the last three years were $135.0 million, $95.3 million, and $80.8 million, respectively.
 
(d)   The Company forecasts capital expenditures over a three-year period. Amounts represent current estimates of total expenditures.
 
(e)   Natural gas purchase commitments are based on various indices at the time of delivery. Amounts reflected have been estimated based on New York Mercantile Exchange future prices at December 31, 2007.
 
(f)   Long-term service agreements include price escalation based on inflation indices.

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MANAGEMENT’S DISCUSSION AND ANALYSIS (continued)
Southern Power Company and Subsidiary Companies 2007 Annual Report
Cautionary Statement Regarding Forward-Looking Statements
The Company’s 2007 Annual Report contains forward-looking statements. Forward-looking statements include, among other things, statements concerning environmental regulations and expenditures, financing activities, access to sources of capital, impacts of the adoption of new accounting rules, impacts of the new depreciation study, completion of construction projects, and estimated construction and other expenditures. In some cases, forward-looking statements can be identified by terminology such as “may,” “will,” “could,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “projects,” “predicts,” “potential,” or “continue” or the negative of these terms or other similar terminology. There are various factors that could cause actual results to differ materially from those suggested by the forward-looking statements; accordingly, there can be no assurance that such indicated results will be realized. These factors include:
  the impact of recent and future federal and state regulatory change, including legislative and regulatory initiatives regarding deregulation and restructuring of the electric utility industry, implementation of the Energy Policy Act of 2005, environmental laws including regulation of water quality and emissions of sulfur, nitrogen, mercury, carbon, soot, or particulate matter and other substances, and also changes in tax and other laws and regulations to which the Company is subject, as well as changes in application of existing laws and regulations;
 
  current and future litigation, regulatory investigations, proceedings, or inquiries, including FERC matters;
 
  the effects, extent, and timing of the entry of additional competition in the markets in which the Company operates;
 
  variations in demand for electricity, including those relating to weather, the general economy, population, and business growth (and declines), and the effects of energy conservation measures;
 
  available sources and costs of fuel;
 
  effects of inflation;
 
  advances in technology;
 
  state and federal rate regulations;
 
  the ability to control costs and avoid cost overruns during the development and construction of facilities;
 
  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 the Company;
 
  the ability of counterparties of the Company to make payments as and when due;
 
  the ability to obtain new short- and long-term contracts with neighboring utilities;
 
  the direct or indirect effect on the Company’s business resulting from terrorist incidents and the threat of terrorist incidents;
 
  interest rate fluctuations and financial market conditions and the results of financing efforts, including the Company’s credit ratings;
 
  the ability of the Company to obtain additional generating capacity at competitive prices;
 
  catastrophic events such as fires, earthquakes, explosions, floods, hurricanes, droughts, pandemic health events such as an avian influenza, or other similar occurrences;
 
  the direct or indirect effects on the Company’s business resulting from incidents similar to the August 2003 power outage in the Northeast;
 
  the effect of accounting pronouncements issued periodically by standard-setting bodies; and
 
  other factors discussed elsewhere herein and in other reports (including the Form 10-K) filed by the Company from time to time with the SEC.
The Company expressly disclaims any obligation to update any forward-looking statements.

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CONSOLIDATED STATEMENTS OF INCOME
For the Years Ended December 31, 2007, 2006, and 2005
Southern Power Company and Subsidiary Companies 2007 Annual Report
                         
 
    2007     2006     2005  
    (in thousands)  
 
                       
Operating Revenues:
                       
Wholesale revenues —
                       
Non-affiliates
  $ 416,648     $ 279,384     $ 223,058  
Affiliates
    547,229       491,762       556,664  
Other revenues
    8,137       5,902       1,282  
 
Total operating revenues
    972,014       777,048       781,004  
 
Operating Expenses:
                       
Fuel
    238,680       145,236       209,008  
Purchased power —
                       
Non-affiliates
    64,604       53,795       57,182  
Affiliates
    135,336       116,902       102,874  
Other operations
    98,156       73,804       61,235  
Maintenance
    36,815       21,472       19,570  
Loss on IGCC project
    17,619              
Depreciation and amortization
    73,985       65,959       54,254  
Taxes other than income taxes
    15,744       15,637       13,314  
 
Total operating expenses
    680,939       492,805       517,437  
 
Operating Income
    291,075       284,243       263,567  
Other Income and (Expense):
                       
Interest expense, net of amounts capitalized
    (79,175 )     (80,154 )     (79,322 )
Other income (expense), net
    3,285       2,191       2,379  
 
Total other income and (expense)
    (75,890 )     (77,963 )     (76,943 )
 
Earnings Before Income Taxes
    215,185       206,280       186,624  
Income taxes
    83,548       81,811       71,833  
 
Net Income
  $ 131,637     $ 124,469     $ 114,791  
 
The accompanying notes are an integral part of these financial statements.

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CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Years Ended December 31, 2007, 2006, and 2005
Southern Power Company and Subsidiary Companies 2007 Annual Report
                         
 
    2007     2006     2005  
    (in thousands)  
 
                       
Operating Activities:
                       
Net income
  $ 131,637     $ 124,469     $ 114,791  
Adjustments to reconcile net income to net cash provided from operating activities —
                       
Depreciation and amortization
    89,221       82,365       68,210  
Deferred income taxes
    31,665       33,150       24,055  
Deferred revenues
    (4,852 )     2,248       (370 )
Mark-to-market adjustments
    (3,033 )     (328 )     (154 )
Accumulated billings on construction contract
    60,417       12,810        
Accumulated costs on construction contract
    (29,645 )     (7,198 )      
Loss on IGCC project
    17,619              
Other, net
    7,874       2,484       3,617  
Changes in certain current assets and liabilities —
                       
Receivables
    (3,155 )     38,479       (42,355 )
Fossil fuel stock
    (4,105 )     (374 )     (4,316 )
Materials and supplies
    (1,169 )     (119 )     (4,096 )
Other current assets
    (1,863 )     (3,003 )     (5,900 )
Accounts payable
    23,028       (34,163 )     41,662  
Accrued taxes
    1,474       (8,522 )     5,782  
Accrued interest
    319       687       535  
 
Net cash provided from operating activities
    315,432       242,985       201,461  
 
Investing Activities:
                       
Property additions
    (183,669 )     (91,491 )     (30,780 )
Acquisition of plant facilities
          (409,213 )     (210,323 )
Sale of property to affiliates
    4,291       15,674        
Change in construction payables, net
    (1,960 )     10,965       (124 )
Other
    (2,514 )            
 
Net cash used for investing activities
    (183,852 )     (474,065 )     (241,227 )
 
Financing Activities:
                       
Increase (decrease) in notes payable, net
    (74,004 )     13,060       110,692  
Proceeds —
                       
Senior notes
          200,000        
Capital contributions
    3,533       108,689       5,022  
Redemptions —
                       
Other long-term debt
    (1,209 )     (200 )     (200 )
Payment of common stock dividends
    (89,800 )     (77,700 )     (72,400 )
Other
    (24 )     (10,471 )     (958 )
 
Net cash provided from (used for) financing activities
    (161,504 )     233,378       42,156  
 
Net Change in Cash and Cash Equivalents
    (29,924 )     2,298       2,390  
Cash and Cash Equivalents at Beginning of Year
    29,929       27,631       25,241  
 
Cash and Cash Equivalents at End of Year
  $ 5     $ 29,929     $ 27,631  
 
Supplemental Cash Flow Information:
                       
Cash paid during the period for —
                       
Interest (net of $16,541, $5,648 and $- capitalized, respectively)
  $ 63,766     $ 65,206     $ 64,487  
Income taxes (net of refunds)
    50,724       53,608       33,751  
 
The accompanying notes are an integral part of these financial statements.

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CONSOLIDATED BALANCE SHEETS
At December 31, 2007 and 2006
Southern Power Company and Subsidiary Companies 2007 Annual Report
                 
 
Assets   2007     2006  
    (in thousands)  
 
               
Current Assets:
               
Cash and cash equivalents
  $ 5     $ 29,929  
Receivables —
               
Customer accounts receivable
    19,100       16,789  
Other accounts receivable
    1,025       125  
Affiliated companies
    27,004       26,215  
Fossil fuel stock, at average cost
    15,160       11,056  
Materials and supplies, at average cost
    19,284       19,877  
Prepaid service agreements — current
    14,233       30,280  
Other prepaid expenses
    2,840       5,878  
Assets from risk management activities
    16,079       2,006  
Other
    4,226        
 
Total current assets
    118,956       142,155  
 
Property, Plant, and Equipment:
               
In service
    2,534,507       2,434,146  
Less accumulated provision for depreciation
    280,962       219,654  
 
 
    2,253,545       2,214,492  
Construction work in progress
    283,084       260,279  
 
Total property, plant, and equipment
    2,536,629       2,474,771  
 
Deferred Charges and Other Assets:
               
Prepaid long-term service agreements
    87,058       51,615  
Other—
               
Affiliated
    4,138       4,473  
Other
    21,993       17,929  
 
Total deferred charges and other assets
    113,189       74,017  
 
Total Assets
  $ 2,768,774     $ 2,690,943  
 
The accompanying notes are an integral part of these financial statements.

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CONSOLIDATED BALANCE SHEETS
At December 31, 2007 and 2006
Southern Power Company and Subsidiary Companies 2007 Annual Report
                 
 
Liabilities and Stockholder’s Equity   2007     2006  
    (in thousands)  
 
               
Current Liabilities:
               
Securities due within one year
  $     $ 1,209  
Notes payable
    49,748       123,752  
Accounts payable —
               
Affiliated
    48,475       33,205  
Other
    20,322       16,453  
Accrued taxes —
               
Income taxes
    392       393  
Other
    2,658       2,183  
Accrued interest
    30,168       29,849  
Liabilities from risk management activities
    12,639       156  
Billings in excess of cost on construction contract
    36,384        
Other
    9,523       4,684  
 
Total current liabilities
    210,309       211,884  
 
Long-Term Debt:
               
Senior notes —
               
6.25% due 2012
    575,000       575,000  
4.875% due 2015
    525,000       525,000  
6.375% due 2036
    200,000       200,000  
Unamortized debt discount
    (2,901 )     (3,155 )
 
Long-term debt
    1,297,099       1,296,845  
 
Deferred Credits and Other Liabilities:
               
Accumulated deferred income taxes
    138,123       106,016  
Deferred capacity revenues — Affiliated
    34,801       36,313  
Other —
               
Affiliated
    7,754       8,958  
Other
    2,801       5,423  
 
Total deferred credits and other liabilities
    183,479       156,710  
 
Total Liabilities
    1,690,887       1,665,439  
 
Common Stockholder’s Equity:
               
Common stock, par value $0.01 per share —
               
Authorized — 1,000,000 shares
               
Outstanding — 1,000 shares
           
Paid-in capital
    858,466       854,933  
Retained earnings
    253,131       211,295  
Accumulated other comprehensive income (loss)
    (33,710 )     (40,724 )
 
Total common stockholder’s equity
    1,077,887       1,025,504  
 
Total Liabilities and Stockholder’s Equity
  $ 2,768,774     $ 2,690,943  
 
Commitments and Contingent Matters (See notes)
               
 
The accompanying notes are an integral part of these financial statements.

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CONSOLIDATED STATEMENTS OF COMMON STOCKHOLDER’S EQUITY
For the Years Ended December 31, 2007, 2006, and 2005
Southern Power Company and Subsidiary Companies 2007 Annual Report
                                         
 
                            Other    
    Common   Paid-In   Retained   Comprehensive    
    Stock   Capital   Earnings   Income (Loss)   Total
    (in thousands)
 
                                       
Balance at December 31, 2004
  $     $ 740,535     $ 122,134     $ (51,058 )   $ 811,611  
Net income
                114,791             114,791  
Capital contributions from parent company
          5,708                   5,708  
Other comprehensive income (loss)
                      6,633       6,633  
Cash dividends on common stock
                (72,400 )           (72,400 )
 
Balance at December 31, 2005
          746,243       164,525       (44,425 )     866,343  
Net income
                124,469             124,469  
Capital contributions from parent company
          108,689                   108,689  
Other comprehensive income (loss)
                      3,701       3,701  
Cash dividends on common stock
                (77,700 )           (77,700 )
Other
          1       1             2  
 
Balance at December 31, 2006
          854,933       211,295       (40,724 )     1,025,504  
Net income
                131,637             131,637  
Capital contributions from parent company
          3,533                   3,533  
Other comprehensive income (loss)
                      7,014       7,014  
Cash dividends on common stock
                (89,800 )           (89,800 )
Other
                (1 )           (1 )
 
Balance at December 31, 2007
  $        $ 858,466     $ 253,131     $ (33,710 )   $ 1,077,887  
 
The accompanying notes are an integral part of these financial statements.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the Years Ended December 31, 2007, 2006, and 2005
Southern Power Company and Subsidiary Companies 2007 Annual Report
                         
 
    2007     2006     2005  
    (in thousands)  
Net income
  $ 131,637     $ 124,469     $ 114,791  
 
Other comprehensive income (loss):
                       
Qualifying hedges:
                       
Changes in fair value, net of tax of $(558), $(2,801), and $106, respectively
    (842 )     (4,263 )     164  
Reclassification adjustment for amounts included in net income, net of tax of $5,244, $3,992, and $4,155, respectively
    7,856       7,964       6,469  
 
Total other comprehensive income (loss)
    7,014       3,701       6,633  
 
Comprehensive Income
  $ 138,651     $ 128,170     $ 121,424  
 
The accompanying notes are an integral part of these financial statements.

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NOTES TO FINANCIAL STATEMENTS
Southern Power Company and Subsidiary Companies 2007 Annual Report
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
General
Southern Power Company (the Company) is a wholly-owned subsidiary of Southern Company, which is also the parent company of four traditional operating companies, Southern Company Services, Inc. (SCS), Southern Communications Services, Inc. (SouthernLINC Wireless), Southern Company Holdings, Inc. (Southern Holdings), Southern Nuclear Operating Company, Inc. (Southern Nuclear), and other direct and indirect subsidiaries. The traditional operating companies, Alabama Power Company (APC), Georgia Power Company (GPC), Gulf Power Company, and Mississippi Power Company, are vertically integrated utilities providing electric service in four Southeastern states. The Company constructs, acquires, and manages generation assets and sells electricity at market-based rates in the wholesale market. SCS, the system service company, provides, at cost, specialized services to Southern Company and its subsidiary companies. SouthernLINC Wireless provides digital wireless communications services to the traditional operating companies and also markets these services to the public and provides fiber cable services within the Southeast. Southern Holdings is an intermediate holding company subsidiary for Southern Company’s investments in synthetic fuels and leveraged leases and various other energy-related businesses. The investments in synthetic fuels ended on December 31, 2007. Southern Nuclear operates and provides services to Southern Company’s nuclear power plants.
The Company is subject to regulation by the Federal Energy Regulatory Commission (FERC). The Company follows accounting principles generally accepted in the United States. The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires the use of estimates, and the actual results may differ from those estimates.
The financial statements include the accounts of the Company and its wholly-owned subsidiaries, Southern Company — Florida LLC (SCF), Oleander Power Project, LP (Oleander), DeSoto County Generating Company, LLC (DeSoto), and Southern Power Company — Orlando Gasification LLC (SPC-OG), which own, operate, and maintain the Company’s ownership interests in Plant Stanton Unit A, Plant Oleander, Plant DeSoto, and construct the combined cycle for the Orlando Utilities Commission (OUC), respectively. See Note 2 under “DeSoto and Rowan Acquisitions” and “Oleander Acquisition” and Note 4 under “IGCC” for further information. All intercompany accounts and transactions have been eliminated in consolidation.
Reclassifications
Certain prior years’ data presented in the financial statements have been reclassified to conform to the current year presentation. These reclassifications had no effect on total assets, net income, or cash flows.
The statements of cash flows has been modified to remove the line presented in prior years as “Tax benefit of stock options” and include these amounts in the line item “Other,net.”
Affiliate Transactions
The Company has an agreement with SCS under which the following services are rendered to the Company at amounts in compliance with FERC regulation: general and design engineering, purchasing, accounting and statistical analysis, finance and treasury, tax, information resources, marketing, auditing, insurance and pension administration, human resources, systems and procedures and other services with respect to business and operations and power pool transactions. SCS also enters into fuel purchase and transportation arrangements and contracts, financial instruments for purposes of hedging, and wholesale energy purchase and sale transactions for the benefit of the Company. Because the Company has no employees, all employee-related charges are rendered at amounts in compliance with FERC regulation under agreements with SCS or the traditional operating companies. Costs for these services from SCS amounted to approximately $125.4 million in 2007, $77.8 million in 2006, and $51.9 million in 2005. Approximately $74.1 million in 2007, $59.7 million in 2006, and $47.8 million in 2005 were general, administrative, operations, and maintenance expenses; the remainder was capitalized to construction work in progress and other assets. Cost allocation methodologies used by SCS were approved by the Securities and Exchange Commission prior to the repeal of the Public Utility Holding Company Act of 1935, as amended, and management believes they are reasonable. The FERC permits services to be rendered at cost by system service companies.
In 2003, the Company entered into agreements with APC and GPC under which APC and GPC operated and maintained Plants Dahlberg, Wansley, Franklin, and Harris. GPC also supplied various services for other plants. On August 1, 2007, those agreements were terminated and replaced with service agreements under which APC and GPC provided labor and other specifically requested services to the Company. These services are billed at amounts in compliance with FERC regulation on a monthly basis and are

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NOTES (continued)
Southern Power Company and Subsidiary Companies 2007 Annual Report
recorded as operations and maintenance expenses in the statements of income. For the periods ended December 31, 2007, 2006, and 2005, billings under these agreements totaled approximately $9.2 million, $7.6 million, and $7.1 million, respectively.
Total billings for all purchased power agreements (PPAs) in effect with affiliates totaled $505.2 million, $467.9 million, and $531.5 million in 2007, 2006, and 2005, respectively. Included in these billings were $34.8 million, $36.3 million, and $37.5 million of “Deferred capacity revenues — affiliated” recorded on the balance sheets at December 31, 2007, December 31, 2006, and December 31, 2005, respectively. The Company and the traditional operating companies may jointly enter into various types of wholesale energy, natural gas, and certain other contracts, either directly or through SCS as agent. Each participating company may be jointly and severally liable for the obligations incurred under these agreements.
The Company and the traditional operating companies generally settle amounts related to the above transactions on a monthly basis in the month following the performance of such services or the purchase or sale of electricity.
In 2007, the Company sold plots of land in Prattville, Alabama and Chilton County, Alabama to APC. The total sales price was $4.3 million and is recorded in “Sale of property to affiliates” on the statements of cash flows. In addition, the Company sold a turbine rotor to Gulf Power for $7.9 million.
In 2006, the Company sold its membership interests in Cherokee Falls Development of South Carolina LLC to Southern Company’s nuclear development affiliate. The sales price was $15.7 million and is recorded in “Sale of property to affiliates” on the statements of cash flows.
Revenues
Capacity is sold at rates specified under contractual terms and is recognized at the lesser of the levelized amount or the amount billable under the contract over the respective contract periods. Energy is generally sold at market-based rates and the associated revenue is recognized as the energy is delivered. Transmission revenues and other fees are recognized as incurred as other operating revenue. Revenues are recorded on a gross basis for all full requirements PPAs. See “Financial Instruments” for additional information.
Significant portions of the Company’s revenues have been derived from certain customers. For the year ended December 31, 2007, GPC accounted for 45.6% of revenues, APC accounted for 6.9% of revenues, and Sawnee Electric Membership Corporation accounted for 5.5% of revenues. For the year ended December 31, 2006, GPC accounted for 52.7% of revenues, APC accounted for 8.2% of revenues, and Flint Electric Membership Corporation accounted for 4.6% of revenues. For the year ended December 31, 2005, GPC accounted for 60.1% of revenues and APC accounted for 8.2% of revenues.
The Company has a long-term contract for engineering, procurement, and construction services to build a combined cycle unit for the OUC. Construction activities commenced in 2006 and are expected to be complete by the end of 2010. Revenue and costs are recognized using the percentage-of-completion method. The Company utilizes the cost-to-cost approach as this method is less subjective than relying on assessments of physical progress. The percentage of completion represents the percentage of the total costs incurred to the estimated total cost of the contract. Revenues and costs are recognized by applying this percentage to the total revenues and estimated costs of the contract.
Fuel Costs
Fuel costs are expensed as the fuel is consumed.
Income and Other Taxes
The Company uses the liability method of accounting for deferred income taxes and provides deferred income taxes for all significant income tax temporary differences.
In accordance with Financial Accounting Standards Board (FASB) Interpretation No. 48, “Accounting for Uncertainty in Income Taxes” (FIN 48), the Company recognizes tax positions that are “more likely than not” of being sustained upon examination by the appropriate taxing authorities. See Note 5 under “Unrecognized Tax Benefits” for additional information on the effect of adopting FIN 48.

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Property, Plant, and Equipment
The Company’s depreciable property, plant, and equipment consist entirely of generation assets.
Property, plant, and equipment is stated at original cost. Original cost includes materials, direct labor incurred by contractors and affiliated companies, minor items of property, and interest capitalized. Interest is capitalized on qualifying projects during the development and construction period. The cost to replace significant items of property defined as retirement units is capitalized. The cost of maintenance, repairs, and replacement of minor items of property is charged to maintenance expense as incurred.
Depreciation
Depreciation of the original cost of assets is computed under the straight-line method and applies a composite depreciation rate based on the assets’ estimated useful lives determined by the Company. The primary assets in property, plant, and equipment are power plants, all of which have an estimated useful life of 35 years, except combustion turbines at Plant Dahlberg, Plant Oleander, Plant Rowan, and Plant DeSoto, all of which have an estimated useful life of 40 years. These lives reflect a composite of the significant components (retirement units) that make up the plants. Depreciation studies are conducted periodically to update the composite rates.
A depreciation study was completed and the applicable remaining plant lives and associated depreciation rates were revised in March 2006. This change in estimate was due to revised useful life assumptions for certain components of plant in service. Depreciation rates by generating facility increased from a range of 2.5% to 2.9% to an adjusted range of 2.8% to 3.8%. These changes increased depreciation and reduced net income. The result of these changes decreased 2006 net income by $3.8 million.
When property subject to composite depreciation is retired or otherwise disposed of in the normal course of business, its cost is charged to accumulated depreciation. For other property dispositions, the applicable cost and accumulated depreciation is removed from the accounts and a gain or loss is recognized.
Asset Retirement Obligations and Other Costs of Removal
The present value of the ultimate costs for an asset’s future retirement is recorded in the period in which the liability is incurred. The costs are capitalized as part of the related long-lived asset and depreciated over the asset’s useful life.
At December 31, 2007, the Company had no material liability for asset retirement obligations.
Interest Capitalized
Interest related to the construction of new facilities is capitalized in accordance with standard interest capitalization requirements per FASB Statement No. 34, “Capitalization of Interest Cost.”
Impairment of Long-Lived Assets and Intangibles
The Company evaluates long-lived assets for impairment when events or changes in circumstances indicate that the carrying value of such assets may not be recoverable. The determination of whether impairment has occurred is based on an estimate of undiscounted future cash flows attributable to the assets, as compared with the carrying value of the assets. If an impairment has occurred, the amount of the impairment recognized is determined by estimating the fair value of the assets and recording a loss for the amount if the carrying value is greater than the fair value. For assets identified as held for sale, the carrying value is compared to the estimated fair value less the cost to sell in order to determine if an impairment loss is required. Until the assets are disposed of, their estimated fair value is re-evaluated when circumstances or events change.
Deferred Project Development Costs
The Company capitalizes project development costs once it is determined that it is probable that a specific site will be acquired and a power plant constructed. These costs include professional services, permits, and other costs directly related to the construction of a new project. These costs are generally transferred to construction work in progress upon commencement of construction. The total deferred project development costs were $8.4 million at December 31, 2007, $1.3 million at December 31, 2006, and $3.8 million at

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December 31, 2005.
Cash and Cash Equivalents
For purposes of the financial statements, temporary cash investments are considered cash equivalents. Temporary cash investments are securities with original maturities of 90 days or less.
Materials and Supplies
Generally, materials and supplies include the average costs of generating plant materials. Materials are charged to inventory when purchased and then expensed or capitalized to plant, as appropriate, when installed.
Fuel Inventory
Fuel inventory includes the cost of oil and emission allowances. The Company maintains minimal oil levels for use at Plant Dahlberg, Plant Oleander, Plant DeSoto, and Plant Rowan. Inventory is maintained using the weighted average cost method. Fuel inventory and emissions allowances are recorded at actual cost when purchased and then expensed at weighted average cost as used.
Financial Instruments
The Company uses derivative financial instruments to limit exposure to fluctuations in interest rates, the prices of certain fuel purchases, and electricity purchases and sales. All derivative financial instruments are recognized as either assets or liabilities and are measured at fair value. Substantially all of the Company’s bulk energy purchases and sales contracts that meet the definition of a derivative are exempt from fair value accounting requirements and are accounted for under the accrual method. Other derivative contracts qualify as cash flow hedges of anticipated transactions. This results in the deferral of related gains and losses in other comprehensive income until the hedged transactions occur. Any ineffectiveness is recognized currently in net income. Other derivative contracts are marked to market through current period income and are recorded on a net basis in the statements of income.
The Company is exposed to losses related to financial instruments in the event of counterparties’ nonperformance. The Company has established controls to determine and monitor the creditworthiness of counterparties in order to mitigate the Company’s exposure to counterparty credit risk.
The Company’s financial instruments for which the carrying amounts did not equal fair value at December 31 were as follows:
                 
    Carrying Amount   Fair Value
 
    (in millions)
Long-term debt:
               
2007
  $ 1,297     $ 1,298  
 
2006
    1,298       1,288  
 
The fair values were based on either closing market prices or closing prices of comparable instruments.
Comprehensive Income
The objective of comprehensive income is to report a measure of all changes in common stock equity of an enterprise that result from transactions and other economic events of the period other than transactions with owners. Comprehensive income consists of net income and changes in the fair value of qualifying cash flow hedges, less income taxes and reclassifications of amounts included in net income.
2. ACQUISITIONS
Oleander Acquisition
In June 2005, the Company acquired all of the outstanding general and limited partnership interests of Oleander from subsidiaries of Constellation Energy Group, Inc. The results of Oleander’s operations have been included in the Company’s consolidated financial statements since that date. The Company’s acquisition of the general and limited partnership interests in Oleander was pursuant to a Purchase and Sale Agreement dated April 8, 2005, for an aggregate total cost of approximately $218.1 million, including

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approximately $11.9 million of working capital and other adjustments. At the time of acquisition, Plant Oleander, a dual-fueled generating plant in Brevard County, Florida, had a nameplate capacity of 628 megawatts (MW). The Oleander acquisition was in accordance with the Company’s overall regional growth strategy.
Subsequent to the acquisition, the Company completed construction of Plant Oleander Unit 5 in December 2007. This unit is a combustion turbine with a nameplate capacity of 163 MW and is contracted to provide annual capacity for a PPA with the Florida Municipal Power Agency from 2007 through 2027.
Desoto and Rowan Acquisitions
Effective June 1, 2006, the Company acquired all of the outstanding membership interests of DeSoto County Generating Company, LLC (DeSoto) from a subsidiary of Progress Energy, Inc. The results of DeSoto’s operations have been included in the Company’s consolidated financial statements since that date. The Company’s acquisition of the membership interest in DeSoto was pursuant to an agreement dated May 8, 2006, for an aggregate total cost of $79.7 million. DeSoto owns a dual-fired generating plant near Arcadia, Florida with a nameplate capacity of 344 MW. The DeSoto acquisition was in accordance with the Company’s overall regional growth strategy.
Effective September 1, 2006, the Company acquired all of the outstanding membership interests of Rowan County Power, LLC (Rowan) from a subsidiary of Progress Energy, Inc. Rowan was merged into the Company, and the results of Rowan’s operations have been included in the Company’s consolidated financial statements since that date. The Company’s acquisition of the membership interests in Rowan was pursuant to an agreement dated May 8, 2006 for an aggregate total cost of $329.5 million. Through the Rowan acquisition, the Company owns a dual-fired generating plant near Salisbury, North Carolina with a nameplate capacity of 986 MW. The Rowan acquisition was in accordance with the Company’s overall regional growth strategy.
The pro forma data of the Company below is unaudited and gives effect to the DeSoto and Rowan plant acquisitions as if they had occurred at January 1, 2005. The unaudited pro forma financial information is not intended to represent or be indicative of the consolidated results of operations or financial condition of the Company that would have been reported had the acquisitions been completed as of the dates presented nor should be taken as representative of any future consolidated results of operations or financial condition of the Company.
                 
For the Twelve Months Ended December 31
    2006   2005
 
    (in thousands)
Pro forma revenues
  $ 795,701     $ 825,655  
Pro forma net income
    118,703       116,108  
 
3. CONTINGENCIES AND REGULATORY MATTERS
General Litigation Matters
The Company is subject to certain claims and legal actions arising in the ordinary course of business. In addition, the Company’s business activities are subject to extensive governmental regulation related to public health and the environment. Litigation over environmental issues and claims of various types, including property damage, personal injury, common law nuisance, and citizen enforcement of environmental requirements such as opacity and air and water quality standards, has increased generally throughout the United States. In particular, personal injury claims for damages caused by alleged exposure to hazardous materials have become more frequent. The ultimate outcome of such pending or potential litigation against the Company and its subsidiaries cannot be predicted at this time; however, for current proceedings not specifically reported herein, management does not anticipate that the liabilities, if any, arising from such current proceedings would have a material adverse effect on the Company’s financial statements.
FERC Matters
Market-Based Rate Authority
The Company has authorization from the FERC to sell power to non-affiliates, including short-term opportunity sales, at market-based prices. Specific FERC approval must be obtained with respect to a market-based contract with an affiliate.
In December 2004, the FERC initiated a proceeding to assess Southern Company’s generation dominance within its retail service territory. The ability to charge market-based rates in other markets is not an issue in the proceeding. Any new market-based rate sales

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by the Company in Southern Company’s retail service territory entered into during a 15-month refund period that ended in May 2006 could be subject to refund to a cost-based rate level.
In late June and July 2007, hearings were held in this proceeding and the presiding administrative law judge issued an initial decision on November 9, 2007 regarding the methodology to be used in the generation dominance tests. The proceedings are ongoing. The ultimate outcome of this generation dominance proceeding cannot now be determined, but an adverse decision by the FERC in a final order could require the Company to charge cost-based rates for certain wholesale sales in the Southern Company retail service territory, which may be lower than negotiated market-based rates, and could also result in refunds of up to $0.7 million, plus interest. The Company believes that there is no meritorious basis for this proceeding and is vigorously defending itself in this matter.
On June 21, 2007, the FERC issued its final rule regarding market-based rate authority. The FERC generally retained its current market-based rate standards. The impact of this order and its effect on the generation dominance proceeding cannot now be determined.
Intercompany Interchange Contract
The majority of the Company’s generation fleet is operated under the Intercompany Interchange Contract (IIC), as approved by the FERC. The IIC also governs the operation of the Southern Company generation fleet (Southern Pool). In May 2005, the FERC initiated a new proceeding to examine (1) the provisions of the IIC among the traditional operating companies, the Company, and SCS, as agent, under the terms of which the Southern Pool is operated, (2) whether any parties to the IIC have violated the FERC’s standards of conduct applicable to utility companies that are transmission providers, and (3) whether Southern Company’s code of conduct defining the Company as a “system company” rather than a “marketing affiliate” is just and reasonable. In connection with the formation of the Company, the FERC authorized the Company’s inclusion in the IIC in 2000. The FERC also previously approved Southern Company’s code of conduct.
In October 2006, the FERC issued an order accepting a settlement resolving the proceeding subject to Southern Company’s agreement to accept certain modifications to the settlement’s terms and Southern Company notified the FERC that it accepted the modifications. The modifications largely involve functional separation and information restrictions related to marketing activities conducted on behalf of the Company. Southern Company filed with the FERC in November 2006 a compliance plan in connection with the order. On April 19, 2007, the FERC approved, with certain modifications, the plan submitted by Southern Company. On November 19, 2007, Southern Company notified the FERC that the plan had been implemented and the FERC division of audits subsequently began an audit pertaining to compliance implementation and related matters, which is ongoing. The Company’s cost of implementing the compliance plan, including the modifications, is expected to be approximately $8 million annually.
4. JOINT OWNERSHIP AGREEMENTS
Plant Stanton A
The Company is a 65% owner of Plant Stanton A, a combined-cycle project with a nameplate capacity of 630 MW. The unit is co-owned by OUC (28%), Florida Municipal Power Agency (3.5%), and Kissimmee Utility Authority (3.5%). The Company has a service agreement with SCS whereby SCS is responsible for the operation and maintenance of Plant Stanton A. As of December 31, 2007, $150.7 million was recorded in plant in service with associated accumulated depreciation of $18.7 million. These amounts represent the Company’s share of the total plant assets and each owner must provide its own financing. The Company’s proportionate share of Plant Stanton A’s operating expense is included in the corresponding operating expenses in the statements of income.
IGCC
In December 2005, the Company and the OUC executed definitive agreements for development of a 285-MW integrated coal gasification combined cycle project in Orlando, Florida. The definitive agreements provided that the Company would own at least 65% of the gasifier portion of the IGCC project. OUC would own the remainder of the gasifier portion and 100% of the combined cycle portion of the IGCC project. The Company signed cooperative agreements with the U.S. Department of Energy (DOE) that provided up to $293.75 million in grant funding for the gasification portion of this project. The IGCC project was expected to begin commercial operation in 2010. Due to continuing uncertainty surrounding potential state regulations relating to greenhouse gas emissions, the Company and OUC mutually agreed to terminate the construction of the gasifier portion of the IGCC project in November 2007. The Company will continue construction of the gas-fired combined cycle generating facility for OUC. The Company recorded a loss in the fourth quarter 2007 of approximately $17.6 million related to cancellation of the gasifier portion of the IGCC project. This amount is net of reimbursements from OUC and the DOE. This loss consists of the write-off of construction costs of $14.0 million and an accrual for termination costs of $3.6 million. All termination costs are expected to be paid

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in 2008. As part of the termination agreement with OUC, the Company agreed to sell a tract of land in Orange County, Florida to OUC. The Company will record a gain of $6 million on this sale in 2008.
5. INCOME TAXES
Southern Company files a consolidated federal income tax return and combined tax returns for the State of Georgia, the State of Alabama, and the State of Mississippi. Under a joint consolidated income tax allocation agreement, each subsidiary’s current and deferred tax expense is computed on a stand-alone basis, and no subsidiary is allocated more expense than would be paid if it filed a separate income tax return. In accordance with Internal Revenue Service (IRS) regulations, each company is jointly and severally liable for the tax liability.
Current and Deferred Income Taxes
Details of income tax provisions are as follows:
                         
    2007   2006   2005
 
    (in thousands)
Federal —
                       
Current
  $ 42,841     $ 39,653     $ 40,468  
Deferred
    26,808       26,915       20,437  
 
 
    69,649       66,568       60,905  
 
State —
                       
Current
    9,042       9,008       7,310  
Deferred
    4,857       6,235       3,618  
 
 
    13,899       15,243       10,928  
 
Total
  $ 83,548     $ 81,811     $ 71,833  
 
The tax effects of temporary differences between the carrying amounts of assets and liabilities in the financial statements and their respective tax bases, which give rise to deferred tax assets and liabilities, are as follows:
                 
    2007   2006
 
    (in thousands)
Deferred tax liabilities— Accelerated depreciation
  $ (197,271 )   $ (164,172 )
Book/tax basis difference on asset transfers
    (4,125 )     (4,469 )
 
Total
    (201,396 )     (168,641 )
 
Deferred tax assets— Book/tax basis differences on asset transfers
    7,754       8,958  
Other comprehensive loss on interest rate swaps
    32,052       29,798  
Levelized capacity revenues
    13,377       15,404  
Other
    10,090       8,465  
 
Total
    63,273       62,625  
 
Accumulated deferred income taxes in the balance sheets
  $(138,123)   $ (106,016 )
 
Deferred tax liabilities are the result of property related timing differences. The transfer of the Plant McIntosh construction project to GPC in 2004 resulted in a deferred gain for federal income tax purposes. GPC is reimbursing the Company for the related tax liability balance of $4.6 million. Of this total, $0.4 million is included in the balance sheets in “Receivables — Affiliated companies” and the remainder is included in “Deferred Charges and Other Assets: Other — Affiliated.”
Deferred tax assets consist primarily of timing differences related to the recognition of capacity revenues, and the deferred loss on interest rate swaps reflected in other comprehensive income. The transfer of Plants Dahlberg, Wansley, and Franklin to the Company from GPC in 2001 also resulted in a deferred gain for federal income tax purposes. The Company will reimburse GPC for the related tax asset of $9.1 million. Of this total, $1.3 million is included in the balance sheets in “Accounts payable — Affiliated” and the remainder is included in “Deferred Credits and Other Liabilities: Other — Affiliated.”

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Effective Tax Rate

A reconciliation of the federal statutory tax rate to the effective income tax rate is as follows:
                         
    2007   2006   2005
 
Federal statutory rate
    35.0 %     35.0 %     35.0 %
State income tax, net of federal deduction
    4.2       4.8       3.8  
Other
    (0.4 )     (0.1 )     (0.3 )
 
Effective income tax rate
    38.8 %     39.7 %     38.5 %
 
The American Jobs Creation Act of 2004 created a tax deduction for a portion of income attributable to United States production activities as defined in Internal Revenue Code of 1986, as amended, Section 199 (production activities deduction). The deduction is equal to a stated percentage of qualified production activities income. The percentage is phased in over the years 2005 through 2010 with a 3% rate applicable to the years 2005 and 2006, a 6% rate applicable for years 2007 through 2009, and a 9% rate applicable for all years after 2009. This increase from 3% in 2006 to 6% in 2007 was one of several factors that increased the Company’s 2007 deduction by $1.2 million over the 2006 deduction. The resulting additional tax benefit was $0.4 million.
Unrecognized Tax Benefits
On January 1, 2007, the Company adopted FIN 48, which requires companies to determine whether it is “more likely than not” that a tax position will be sustained upon examination by the appropriate taxing authorities before any part of the benefit can be recorded in the financial statements. It also provides guidance on the recognition, measurement, and classification of income tax uncertainties, along with any related interest and penalties.
Prior to the adoption of FIN 48, the Company had unrecognized tax benefits which were previously accrued under Statement of Financial Accounting Standards No. 5, “Accounting for Contingencies” of approximately $0.2 million. The total $0.2 million in unrecognized tax benefits would impact the Company’s effective tax rate if recognized. For 2007, the total amount of unrecognized tax benefits increased by $1.2 million, resulting in a balance of $1.4 million as of December 31, 2007.
Changes during the year in unrecognized tax benefits were as follows:
         
    2007
 
    (in millions)
Unrecognized tax benefits as of adoption
  $ 0.2  
Tax positions from current periods
    0.4  
Tax positions from prior periods
    0.8  
Reductions due to settlements
     
Reductions due to expired statute of limitations
     
 
Balance at end of year
  $ 1.4  
 
Impact on the Company’s effective tax rate, if recognized, was as follows:
         
    2007
 
    (in millions)
Tax positions impacting the effective tax rate
  $ 1.4  
Tax positions not impacting the effective tax rate
     
 
Balance at end of year
  $ 1.4  
 

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Accrued interest for unrecognized tax benefits:
         
    2007
 
    (in millions)
Interest accrued as of adoption
  $  
Interest accrued during the year
    0.1  
 
Balance at end of year
  $ 0.1  
 
The Company classifies interest on tax uncertainties as interest expense. Net interest accrued for the year ended December 31, 2007 was $0.1 million. The Company did not accrue any penalties on uncertain tax positions.
The IRS has audited and closed all tax returns prior to 2004. The audits for the state returns have either been concluded, or the statutes or limitations have expired for years prior to 2002.
It is reasonably possible that the amount of the unrecognized benefit with respect to certain of the Company’s unrecognized tax positions will significantly increase or decrease within the next 12 months. The possible settlement of the production activities deduction methodology and/or the conclusion or settlement of federal or state audits could impact the balances significantly. At this time, an estimate of the range of reasonably possible outcomes cannot be determined.
6. FINANCING
Senior Notes
In 2007, the Company did not issue any long-term debt securities. The Company issued a total of $200 million unsecured 30-year senior notes in 2006. The proceeds of the issuance were used to repay a portion of the Company’s short-term indebtedness and for other general corporate purposes, including the Company’s construction program. Long term debt outstanding was $1.3 billion at December 31, 2007 and 2006.
Bank Credit Arrangements
The Company has a $400 million unsecured syndicated revolving credit facility (Facility) expiring in July 2012. The purpose of the Facility is to provide liquidity support to the Company’s commercial paper program and for other general corporate purposes. Borrowings of $13 million were outstanding under the Facility at December 31, 2007.
The Company is required to pay a commitment fee on the unused balance of the Facility. This fee is less than 1 / 8 of 1%. In 2007 and 2006, the Company incurred approximately $0.4 million and $0.5 million, respectively, in expenses from commitment fees under the Facility. In 2005, the Company incurred expenses of $0.8 million from commitment fees under a previous facility.
The Facility contains a covenant that limits the debt to capitalization ratio to a maximum of 65%, as defined in the Facility. The Facility also contains a cross default provision that would be triggered if the Company defaulted on other indebtedness above a specified threshold. As of December 31, 2007, the Company was in compliance with all such covenants.
Dividend Restrictions
The Company can only pay dividends to Southern Company out of retained earnings or paid-in-capital.
The Facility and the senior note indenture related to certain series of the Company’s senior notes also contain certain limitations on the payment of common stock dividends. No dividends may be paid unless, as of the end of any calendar quarter, the Company’s projected cash flows from fixed priced capacity PPAs (as defined in the agreements) are at least 80% of total projected cash flows for the next 12 months or the Company’s debt to capitalization ratio is no greater than 60%. At December 31, 2007, the Company was in compliance with these ratios and had no restrictions on its ability to pay dividends.
Commercial Paper
The Company has the ability to borrow under a commercial paper program. For the period ended December 31, 2007, the peak commercial paper balance outstanding was $167 million. The average amount outstanding was $95.8 million in 2007. The average

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annual interest rate was 5.5% in 2007. As of December 31, 2007, the commercial paper program had an outstanding balance of $36.7 million. The outstanding balance on December 31, 2006 was $123.8 million.
Financial Instruments
The Company enters into energy related derivatives to hedge exposures to electricity, gas, and other fuel price changes. The Company’s exposure to market volatility in commodity fuel prices and prices of electricity is limited because its long-term sales contracts shift substantially all fuel cost responsibility to the purchaser. At December 31, 2007, the fair value gains/(losses) of derivative energy contracts was reflected in the financial statements as follows:
         
    Amounts
 
    (in thousands)
Net Income
  $ 3,293  
Accumulated other comprehensive income
    78  
 
Total fair value
  $ 3,371  
 
Derivatives not qualifying for hedge accounting are reflected in other income on the Company’s consolidated statement of income. Fair value gains or losses for cash flow hedges are recorded in other comprehensive income and reclassified to fuel expense. There were no material amounts reclassified during any year presented. For the year 2008, the reclassifications from other comprehensive income to fuel expense are also expected to be immaterial. There was no significant ineffectiveness recorded in earnings for any period presented. The Company has energy-related hedges in place through 2008. At December 31, 2007, there were approximately $9.4 million of deferred pre-tax realized net hedging gains relating to capitalized costs and revenues during the construction of specific plants. This will be reclassified from other comprehensive income to depreciation and amortization over the remaining life of the respective plants, which is approximately 27 years. For any year presented, the pre-tax gains reclassified from other comprehensive income to depreciation and amortization have been immaterial.
At December 31, 2007, the Company had no interest derivatives outstanding. The Company has deferred losses totaling $65.1 million in other comprehensive income that will be amortized to interest expense through 2016. For the years 2007, 2006, and 2005, approximately $13.3 million, $12.0 million, and $11.2 million, respectively, of pre-tax losses were reclassified from other comprehensive income to interest expense. During 2008, approximately $12.0 million of pre-tax losses are expected to be reclassified from other comprehensive income to interest expense.
7. COMMITMENTS
Construction Program
The Company currently estimates property additions to be $109.1 million, $281.9 million, and $765.4 million in 2008, 2009, and 2010, respectively. There is currently one unit at Plant Franklin actively under construction.
Long-Term Service Agreements
The Company has entered into Long-Term Service Agreements (LTSAs) with General Electric (GE) for the purpose of securing maintenance support for its combined cycle and combustion turbine generating facilities. In summary, the LTSAs provide that GE will perform all planned inspections and certain unplanned maintenance on the covered equipment, which includes the cost of all labor and materials.
Scheduled payments to GE, which are subject to price escalation, are made at various intervals based on actual operating hours or number of gas turbine starts of the respective units. Total remaining payments to GE under these agreements are currently estimated at $1.2 billion over the remaining term of the agreements, which may range up to 40 years. However, the LTSAs contain various cancellation provisions at the Company’s option.
Payments made to GE prior to the performance of any planned inspections or unplanned maintenance are recorded as a prepayment in current assets or deferred charges and other assets on the balance sheets and are recorded as property additions in the statement of cash flows. Inspection and maintenance costs are capitalized or charged to expense based on the nature of the work performed. These transactions are non-cash and are not reflected in the statements of cash flows.

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Fuel and Purchased Power Commitments
SCS, as agent for the traditional operating companies and the Company, has entered into various fuel transportation and procurement agreements to supply a portion of the fuel (primarily natural gas) requirements for the operating facilities. In most cases, these contracts contain provisions for firm transportation costs, storage costs, minimum purchase levels, and other financial commitments.
Natural gas purchase commitments contain given volumes with prices based on various indices at the actual time of delivery. Amounts included in the chart below represent estimates based on the New York Mercantile Exchange future prices at December 31, 2007. Also, the Company has entered into various long-term commitments for the purchase of electricity.
Total estimated minimum long-term obligations at December 31, 2007 were as follows:
                 
    Natural Gas   Purchased Power
    Commitments   Commitments
 
    (in millions)
2008
  $ 194.9     $ 5.4  
2009
    53.3       10.9  
2010
    102.6       10.8  
2011
    34.2        
2012
    37.8        
2013 and beyond
    211.0        
 
Total
  $ 633.8     $ 27.1  
 
Additional commitments for fuel will be required to supply the Company’s future needs.
Acting as an agent for all of Southern Company’s traditional operating companies and the Company, SCS may enter into various types of wholesale energy and natural gas contracts. Under these agreements, each of the traditional operating companies and the Company may be jointly and severally liable. The creditworthiness of the Company is currently inferior to the creditworthiness of the traditional operating companies; therefore, Southern Company has entered into keep-well agreements with each of the traditional operating companies to ensure they will not subsidize nor be responsible for any costs, losses, liabilities, or damages resulting from the inclusion of the Company as a contracting party under these agreements.
Operating Leases
The Company has operating lease agreements with various terms and expiration dates. Total operating lease expenses were $0.5 million, $0.6 million, and $0.7 million for 2007, 2006, and 2005, respectively. At December 31, 2007, estimated minimum rental commitments for noncancelable operating leases were as follows:
         
    Operating Lease
    Commitments
 
    (in millions)
2008
  $ 0.5  
2009
    0.4  
2010
    0.4  
2011
    0.3  
2012
    0.4  
2013 and beyond
    22.3  
 
Total
  $ 24.3  
 

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NOTES (continued)
Southern Power Company and Subsidiary Companies 2007 Annual Report
8. QUARTERLY FINANCIAL INFORMATION (UNAUDITED)
Summarized quarterly financial information for 2007 and 2006 is as follows:
                         
    Operating   Operating   Net
Quarter Ended   Revenues   Income   Income
 
    (in thousands)
March 2007
  $ 192,492     $ 74,517     $ 32,036  
June 2007
    244,018       84,840       39,854  
September 2007
    347,751       107,208       51,438  
December 2007
    187,753       24,510       8,309  
 
                       
March 2006
  $ 139,829     $ 50,432     $ 19,900  
June 2006
    193,639       72,373       31,821  
September 2006
    270,031       99,303       45,871  
December 2006
    173,549       62,135       26,877  
The Company’s business is influenced by seasonal weather conditions. Fourth quarter 2007 operating income and net income were impacted by the loss on the IGCC project of $17.6 million pretax and $10.7 million after tax.

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SELECTED CONSOLIDATED FINANCIAL AND OPERATING DATA 2003-2007
Southern Power Company and Subsidiary Companies 2007 Annual Report
                                         
 
    2007     2006     2005     2004     2003  
 
Operating Revenues (in thousands):
                                       
Wholesale — non-affiliates
  $ 416,648     $ 279,384     $ 223,058     $ 266,463     $ 278,559  
Wholesale — affiliates
    547,229       491,762       556,664       425,065       312,586  
 
Total revenues from sales of electricity
    963,877       771,146       779,722       691,528       591,145  
Other revenues
    8,137       5,902       1,282       9,783       90,635  
 
Total
  $ 972,014     $ 777,048     $ 781,004     $ 701,311     $ 681,780  
 
Net Income (in thousands)
  $ 131,637     $ 124,469     $ 114,791     $ 111,508     $ 155,149  
Cash Dividends on Common Stock (in thousands)
  $ 89,800     $ 77,700     $ 72,400     $ 207,000     $  
Return on Average Common Equity (percent)
    12.52       13.16       13.68       12.23       17.65  
Total Assets (in thousands)
  $ 2,768,774     $ 2,690,943     $ 2,302,976     $ 2,067,013     $ 2,409,285  
Gross Property Additions/Plant Acquisitions (in thousands)
  $ 183,669     $ 500,704     $ 241,103     $ 115,606     $ 344,362  
 
Capitalization (in thousands):
                                       
Common stock equity
  $ 1,077,887     $ 1,025,504     $ 866,343     $ 811,611     $ 1,011,476  
Long-term debt
    1,297,099       1,296,845       1,099,520       1,099,435       1,149,112  
 
Total (excluding amounts due within one year)
  $ 2,374,986     $ 2,322,349     $ 1,965,863     $ 1,911,046     $ 2,160,588  
 
Capitalization Ratios (percent):
                                       
Common stock equity
    45.4       44.2       44.1       42.5       46.8  
Long-term debt
    54.6       55.8       55.9       57.5       53.2  
 
Total (excluding amounts due within one year)
    100.0       100.0       100.0       100.0       100.0  
 
Security Ratings:
                                       
Unsecured Long-Term Debt —
                                       
Moody’s
  Baa1   Baa1   Baa1   Baa1   Baa1
Standard and Poor’s
  BBB+   BBB+   BBB+   BBB+   BBB+
Fitch
  BBB+   BBB+   BBB+   BBB+   BBB+
 
Kilowatt-Hour Sales (in thousands):
                                       
Sales for resale — non-affiliates
    6,985,592       5,093,527       3,932,638       5,369,261       6,057,053  
Sales for resale — affiliates
    10,766,003       8,493,441       6,355,249       6,583,017       5,430,973  
 
Total
    17,751,595       13,586,968       10,287,887       11,952,278       11,488,026  
 
Average Revenue Per Kilowatt-Hour (cents)
    5.43       5.68       7.58       5.79       5.15  
Plant Nameplate Capacity Ratings (year-end) (megawatts)
    6,896       6,733       5,403       4,775       4,775  
Maximum Peak-Hour Demand (megawatts):
                                       
Winter
    2,815       2,780       2,037       2,098       2,077  
Summer
    3,717       2,869       2,420       2,740       2,439  
Annual Load Factor (percent)
    48.2       53.6       48.9       54.4       54.9  
Plant Availability (percent)
    96.7       98.3       97.6       97.9       96.8  
Source of Energy Supply (percent):
                                       
Gas
    70.4       68.3       72.6       61.9       53.4  
Purchased power —
                                       
From non-affiliates
    8.8       9.6       9.6       24.7       30.5  
From affiliates
    20.8       22.1       17.8       13.4       16.1  
 
Total
    100.0       100.0       100.0       100.0       100.0  
 

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PART III
Items 10, 11, 12 (except for “Equity Compensation Plan Information” which is included herein on page III-42), 13, and 14 for Southern Company are incorporated by reference to Southern Company’s definitive Proxy Statement relating to the 2008 Annual Meeting of Stockholders. Specifically, reference is made to “Nominees for Election as Directors,” “Corporate Governance,” and “Section 16(a) Beneficial Ownership Reporting Compliance” for Item 10, “Executive Compensation,” “Compensation Discussion and Analysis,” “Compensation and Management Succession Committee Report,” “Director Compensation,” and “Director Compensation Table” for Item 11, “Stock Ownership Table” for Item 12, “Certain Relationships and Related Transactions” and “Director Independence” for Item 13, and “Principal Public Accounting Firm Fees” for Item 14.
Items 10, 11, 12, 13, and 14 for Alabama Power, Georgia Power, and Mississippi Power are incorporated by reference to the Information Statements of Alabama Power, Georgia Power, and Mississippi Power relating to each of their respective 2008 Annual Meetings of Shareholders. Specifically, reference is made to “Nominees for Election as Directors,” “Corporate Governance,” and “Section 16(a) Beneficial Ownership Reporting Compliance” for Item 10, “Executive Compensation Information,” “Compensation Discussion and Analysis,” “Compensation and Management Succession Committee Report,” “Director Compensation,” and “Director Compensation Table” for Item 11, “Stock Ownership Table” for Item 12, “Certain Relationships and Related Transactions” and “Director Independence” for Item 13, and “Principal Public Accounting Firm Fees” for Item 14.
Items 10, 11, 12, and 13 for Southern Power are omitted pursuant to General Instruction I(2)(c) of Form 10-K.
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Identification of directors of Gulf Power.
     
Susan N. Story
  Fred C. Donovan, Sr. (1 )
President and Chief Executive Officer
  Age 67
Age 47
  Served as Director since 1991
Served as Director since 2003
   
 
   
C. LeDon Anchors (1)
  William A. Pullum (1)
Age 67
  Age 60
Served as Director since 2001
  Served as Director since 2001
 
   
William C. Cramer, Jr. (1)
  Winston E. Scott (1)
Age 55
  Age 57
Served as Director since 2002
  Served as Director since 2003
 
(1) No position other than director.
Each of the above is currently a director of Gulf Power, serving a term running from the last annual meeting of Gulf Power’s shareholders (June 26, 2007) for one year until the next annual meeting or until a successor is elected and qualified.
There are no arrangements or understandings between any of the individuals listed above and any other person pursuant to which he or she was or is to be selected as an officer, other than any arrangements or understandings with officers of Gulf Power acting solely in their capacities as such.

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Identification of executive officers of Gulf Power.
     
Susan N. Story
  Theodore J. McCullough
President and Chief Executive Officer
  Vice President — Senior Production Officer
Age 47
  Age 44
Served as Executive Officer since 2003
  Served as Executive Officer since 2007
 
   
P. Bernard Jacob
  Bentina C. Terry
Vice President — Customer Operations
  Vice President — External Affairs and Corporate Services
Age 53
  Age 37
Served as Executive Officer since 2003
  Served as Executive Officer since 2007
 
   
Ronnie R. Labrato*
   
Vice President and Chief Financial Officer
   
Age 54
   
Served as Executive Officer since 2000
   
 
*   Mr. Labrato has been named Vice President of Internal Auditing at Southern Company and will resign from his position at Gulf Power to assume his new duties effective April 1, 2008.
Each of the above is currently an executive officer of Gulf Power, serving a term running from the last annual organizational meeting of the directors (July 26, 2007) for one year until the next annual meeting or until a successor is elected and qualified, except for Mr. McCullough whose election was effective August 11, 2007.
There are no arrangements or understandings between any of the individuals listed above and any other person pursuant to which he or she was or is to be selected as an officer, other than any arrangements or understandings with officers of Gulf Power acting solely in their capacities as such.
Identification of certain significant employees. None.
Family relationships. None.
Business experience. Unless noted otherwise, each director has served in his or her present position for at least the past five years.
Susan N. Story - President and Chief Executive Officer since 2003. She previously served as Senior Vice President of Southern Power from November 2002 to April 2003; and Executive Vice President of SCS from January 2001 to April 2003.
C. LeDon Anchors - Attorney and President of Anchors Smith Grimsley, Attorneys at Law, Fort Walton Beach, Florida. He is a Director of Beach Community Bank.
William C. Cramer, Jr. - President and Owner of Tommy Thomas Chevrolet, Panama City, Florida.
Fred C. Donovan, Sr. - Chairman and Chief Executive Officer of Baskerville-Donovan, Inc. (an architectural and engineering firm), Pensacola, Florida.
William A. Pullum - President/Director of Bill Pullum Realty, Inc., Navarre, Florida.
Winston E. Scott - Vice President and Deputy General Manager, Engineering and Science Contract Group at Jacobs Engineering, Houston, Texas. He previously served as Executive Director of the Florida Space Authority, Cape Canaveral, Florida, from 2003 to 2006; Professor and Associate Dean with the Florida Agriculture and Mechanical University and Florida State University (FSU) College of Engineering in 2003; and Vice President for Student Affairs at FSU from 2000 to 2003.

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P. Bernard Jacob - Vice President of Customer Operations since 2007. He previously served as Vice President of External Affairs and Corporate Services from 2003 to 2007 and Director of Information Resources Security and Program Management at SCS from 2002 to 2003.
Ronnie R. Labrato - Vice President and Chief Financial Officer since January 2006. He previously served as Vice President, Chief Financial Officer and Comptroller from July 2001 to January 2006.
Theodore J. McCullough — Vice President and Senior Production Officer since August 11, 2007. He previously served as the Manager of Georgia Power’s Plant Branch from December 2003 to August 2007 and Combined Cycle Site Manager of Southern Power’s Plant Franklin from January 2002 to December 2003.
Bentina C. Terry - Vice President of External Affairs and Corporate Services since March 24, 2007. She previously served as the Vice President and Corporate Counsel for Southern Nuclear from January 2005 to March 2007; Area Distribution Manager of Georgia Power from February 2004 through January 2005; and Assistant to the President of Georgia Power from November 2002 to February 2004.
Involvement in certain legal proceedings. None.
Section 16(a) Beneficial Ownership Reporting Compliance. None.
Code of Ethics
The registrants collectively have adopted a code of business conduct and ethics that applies to each director, officer, and employee of the registrants and their subsidiaries. The code of business conduct and ethics can be found on Southern Company’s website located at www.southerncompany.com. The code of business conduct and ethics is also available free of charge in print to any shareholder by requesting a copy from Patricia L. Roberts, Assistant Corporate Secretary, Southern Company, 30 Ivan Allen Jr. Boulevard NW, Atlanta, Georgia 30308. Any amendment to or waiver from the code of ethics that applies to executive officers and directors will be posted on the website.
Corporate Governance
Southern Company has adopted corporate governance guidelines and committee charters. The corporate governance guidelines and the charters of Southern Company’s Audit Committee, Governance Committee, and Compensation and Management Succession Committee can be found on Southern Company’s website located at www.southerncompany.com. The corporate governance guidelines and charters are also available free of charge in print to any shareholder by requesting a copy from Patricia L. Roberts, Assistant Corporate Secretary, Southern Company, 30 Ivan Allen Jr. Boulevard NW, Atlanta, Georgia 30308.

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ITEM 11. EXECUTIVE COMPENSATION
COMPENSATION DISCUSSION AND ANALYSIS
In this Compensation Discussion and Analysis (CD&A) and this Form 10-K, references to the “Compensation Committee” are to the Compensation and Management Succession Committee of the Board of Directors of Southern Company.
GUIDING PRINCIPLES AND POLICIES
Southern Company, through a single executive compensation program for all officers of its subsidiaries, drives and rewards both Southern Company financial performance and individual business unit performance.
This executive compensation program is based on a philosophy that total executive compensation must be competitive with the companies in our industry, must be tied to and motivate our executives to meet our short- and long-term performance goals, and must foster and encourage alignment of executive interests with the interests of our stockholders and our customers. The program generally is designed to motivate all employees, including executives, to achieve operational excellence and financial goals while maintaining a safe work environment.
The executive compensation program places significant focus on rewarding performance. The program is performance-based in several respects:
  Southern Company’s actual earnings per share (EPS) and Gulf Power’s business unit performance, which includes return on equity (ROE), compared to target performance levels established early in the year, determine the ultimate annual incentive payouts.
 
  Southern Company common stock (Common Stock) price changes result in higher or lower ultimate values of stock options.
 
  Southern Company’s dividend payout and total shareholder return compared to those of its industry peers lead to higher or lower payouts under the Performance Dividend Program (performance dividends).
In support of the performance-based pay philosophy, we have no general employment contracts with our named executive officers or guaranteed severance, except upon a change in control, and no pay is conditioned solely upon continued employment with any of the named executive officers, other than base salary.
The pay-for-performance principles apply not only to the named executive officers, but to hundreds of Gulf Power employees. The short-term incentive program covers over 1,300 Gulf Power employees, which is almost all of Gulf Power’s employees, and our change in control protection program covers all Gulf Power employees not part of a collective bargaining unit. Stock options and performance dividends cover approximately 265 Gulf Power employees. These programs engage our people in our business, which ultimately is good not only for them, but for Gulf Power’s customers and Southern Company’s stockholders.
OVERVIEW OF EXECUTIVE COMPENSATION COMPONENTS
The executive compensation program for the named executive officers is composed of several components, each of which plays a different role. The table below discusses the intended role of each material pay component, what it rewards, and why we use it. Following the table is additional information that describes how we made 2007 pay decisions.

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    Intended Role and What the Element    
Pay Element   Rewards   Why We Use the Element
 
       
Base Salary
  Base salary is pay for competence in the executive role, with a focus on scope of responsibilities.   Market practice.

Provides a threshold level of cash compensation for job performance.
 
       
 
Annual Incentive
  Gulf Power’s annual incentive program rewards achievement of operational, EPS, and business unit financial goals.   Market practice.

Focuses attention on achievement of short-term goals that ultimately works to fulfill our mission to customers and leads to increased stockholder value in the long-term.
 
       
 
Long-Term Incentive: Stock Options
  Stock options reward price increases in Common Stock over the market price on the date of grant, over a 10-year term.   Performance-based compensation.

Aligns executives’ interests with those of Southern Company’s stockholders.
 
       
 
      Market practice.
 
       
 
Long-Term Incentive: Performance Dividends
  Performance dividends provide cash compensation dependent on the number of stock options held at year end, Southern Company’s declared dividends during the year, and Southern Company’s four-year total shareholder return versus industry peers.   Performance-based compensation.

Enhances the value of stock options and focuses executives on maintaining a significant dividend yield for Southern Company’s stockholders.

Aligns executives’ interests with Southern Company’s stockholders’ interests since payouts are dependent on performance, defined as Common Stock performance vs. industry peers.
 
       
 
      Market practice.
 
       
 
Relocation Incentive
  Lump sum payment of 10% of base salary provides incentive to geographically relocate.   Enhances the value of the relocation program perquisite.
 

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    Intended Role and What the Element    
Pay Element   Rewards   Why We Use the Element
Retirement Benefits
  The Deferred Compensation Plan provides the opportunity to defer to future years all or part of base salary and annual incentive in either a prime interest rate or Common Stock account.   Permitting compensation deferral is a cost-effective method of providing additional cash flow to Gulf Power while enhancing the retirement savings of executives.
 
       
 
  Executives participate in employee benefit plans available to all employees of Gulf Power, including a 401(k) savings plan and the funded Southern Company Pension Plan (Pension Plan).   The purpose of these supplemental plans is to eliminate the effect of tax limitations on the payment of retirement benefits.
 
       
 
  The Supplemental Benefit Plan counts pay, including deferred salary, ineligible to be counted under the Pension Plan and the 401(k) plan due to Internal Revenue Service rules.   Represents an important component of competitive market-based compensation in Southern Company’s peer group and generally.
 
       
 
  The Supplemental Executive Retirement Plan counts short-term incentive pay above 15% of base salary for pension purposes.    
 
       
 
Perquisites and Other Personal Benefits
  Personal financial planning maximizes the perceived value of our executive compensation program to executives and allows executives to focus on Gulf Power’s operations.   Perquisites benefit both Gulf Power and executives, at low cost to Gulf Power.
 
       
 
  Home security systems lower our risk of harm to executives.    
 
       
 
  Club memberships are provided primarily for business use.    
 
       
 
  Relocation benefits cover the costs associated with geographic relocation at the request of the employer.    
 
       
 
Post-Termination Pay
  Change in control plans provide severance pay, accelerated vesting, and payment of short- and long-term incentive awards upon a change in control of Gulf Power or Southern Company coupled with involuntary termination not for “Cause” or a voluntary termination for “Good Reason.”   Providing protections to senior executives upon a change in control minimizes disruption during a pending or anticipated change in control.

Payment and vesting occur only upon the occurrence of both an actual change in control and loss of the executive’s position.
 

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MARKET DATA
For the named executive officers, we review compensation data from large, publicly-owned electric and gas utilities. The data was developed and analyzed by Hewitt Associates, one of the compensation consultants retained by the Compensation Committee. The companies included each year in the primary peer group are those whose data is available through the consultant’s database. Those companies are drawn from this list of regulated utilities of $2 billion in revenues and up. Proxy data for this entire list of companies below also is used. No other companies’ data are used in our market-pay benchmarking.
 
         
 
       
Allegheny Energy, Inc.
  Entergy Corporation   PNM Resources, Inc.
Alliant Energy Corporation
  Exelon Corporation   PPL Corporation
Ameren Corporation
  FirstEnergy Corp.   Progress Energy, Inc.
American Electric Power Company, Inc.
  FPL Group, Inc.   Public Service Enterprise
Group Incorporated
Centerpoint Energy, Inc.
  Great Plains Energy Incorporated   Puget Energy, Inc.
CMS Energy Corporation
  Hawaiian Electric Industries, Inc.   SCANA Corporation
Consolidated Edison, Inc.
  KeySpan Corporation   Sempra Energy
Constellation Energy Group, Inc.
  NiSource Inc.   Sierra Pacific Resources
Dominion Resources, Inc.
  Northeast Utilities   TECO Energy, Inc.
DTE Energy Company
  NSTAR   TXU Corp.
Duke Energy Corporation
  OGE Energy Corp.   Vectren Corporation
Edison International
  Pepco Holdings, Inc.   Wisconsin Energy Corporation
Energy East Corporation
  PG&E Corporation
Pinnacle West Capital Corporation
  WPS Resources Corporation
Xcel Energy Inc.
 
     
 
Southern Company is one of the largest U.S. utility companies in revenues and market capitalization, and its largest business units are some of the largest in the industry as well. For that reason, the consultant size-adjusts the market data in order to fit it to the scope of our business.
In using this market data, market is defined as the size-adjusted 50th percentile of the data, with a focus on pay opportunities at target performance (rather than actual plan payouts). Gulf Power specifically looks at the market data for chief executive officer positions and other positions in terms of scope of responsibilities, that most closely resemble the positions held by the named executive officers. Based on that data, Gulf Power establishes a total target compensation opportunity for each named executive officer. Total target compensation opportunity is the sum of base salary, annual incentive payout (at the target performance level), stock option awards at a target value, and performance dividend payout (at the target performance level). Actual compensation paid may be more or less than the total target compensation opportunity based on actual performance above or below target performance levels. As a result, the compensation program is designed to result in payouts that are market-appropriate given Gulf Power’s performance for the year or period.
We did not target a specified weight for base salary or annual or long-term incentives as a percent of total target compensation opportunities, nor did amounts realized or realizable from prior compensation serve to increase or decrease 2007 compensation amounts. Total target compensation opportunities for senior management as a group are managed to be at the median of the market for companies our size and in our industry. The total target compensation opportunities established in 2007 for each named executive officer is shown below.

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                            Total Target
                    Long-Term   Compensation
Name   Salary   Annual Incentive   Incentive   Opportunity
S. N. Story
  $ 370,172     $ 222,103     $ 370,164     $ 962,439  
R. R. Labrato
  $ 233,614     $ 105,126     $ 131,403     $ 470,143  
P. B. Jacob
  $ 217,123     $ 97,705     $ 118,571     $ 433,399  
P. M. Manuel
  $ 208,141     $ 87,336     $ 82,783     $ 378,260  
T. J. McCullough
  $ 169,994     $ 62,830     $ 46,398     $ 279,222  
B. C. Terry
  $ 200,547     $ 87,990     $ 79,760     $ 368,297  
As is our long-standing practice, the salary levels shown above were not effective before March 2007. Therefore, the amounts reported in the Summary Compensation Table are lower because that table reports actual amounts paid in 2007. For purposes of comparing the value of our compensation program to the market data, stock options are valued at 15%, and performance dividend targets at 10%, of the average daily Common Stock price for the year preceding the grant, both of which represent risk-adjusted present values on the date of grant and are consistent with the methodologies used to develop the market data. For the 2007 grant of stock options and the performance dividend targets established for the 2007 — 2010 performance period, this value was $8.515 per stock option granted. In the long-term incentive column, 60% of the value shown is attributable to stock options and 40% attributable to performance dividends. The stock option value used for market data comparisons exceeds the value reported in the Grants of Plan-Based Awards Table because the value above is calculated assuming that the options are held for their full 10-year term. The calculation of the Black-Scholes value reported in the Grants of Plan-Based Awards Table uses historical holding period averages of approximately five years.
  §   As discussed above, the Compensation Committee targets total target compensation opportunities for executives as a group at market. Therefore, some executives may be paid somewhat above and others somewhat below market. This practice allows for minor differentiation based on time in the position, scope of responsibilities, and individual performance. The differences in the total pay opportunities for each named executive officer are based almost exclusively on the differences indicated by the market data for persons holding similar positions. Ms. Terry and Mr. McCullough were promoted into their current positions during 2007. Therefore, their respective total target compensation opportunities were lower than they would have been had they been in their current positions for the entire year. The average total target compensation opportunities for the named executive officers for 2007 were slightly less than the market data described above. However, because of the use of market data from a large number of peer companies for positions that are not identical in terms of scope of responsibility from company to company, we do not consider this difference material and we continue to believe that our compensation program is market-appropriate.
 
  §   In 2007, the Compensation Committee engaged an additional executive compensation consulting firm to conduct a broad assessment of Southern Company’s executive compensation program. Benchmarking data as well as actual levels of payouts made at peer companies was reviewed. The consulting firm was directed to review the level of total target pay opportunities, the weight of each primary pay component, and the annual and long-term incentive goal metrics. Based on the findings in this review, Gulf Power and the Compensation Committee continue to believe that our executive compensation program provides the appropriate level and mix of compensation for the senior management of Gulf Power, including the named executive officers.
 
  §   In 2004, the Compensation Committee received from its executive compensation consulting firm a detailed comparison of our executive benefits program to the benefits of a group of other large utilities and general industry companies. The results indicated that Gulf Power’s executive benefits program was slightly below market. The Compensation Committee plans to have this study updated in 2008.

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DESCRIPTION OF KEY COMPENSATION COMPONENTS
2007 Base Salary
The named executive officers are each within a position level with a base salary range that is established under the direction of the Compensation Committee using the market data described above. Also considered in recommending the specific base salary level for each named executive officer is the need to retain an experienced team, internal equity, time in position, and individual performance. This analysis of individual performance included the degree of competence and initiative exhibited and the individual’s relative contribution to the results of operations in prior years.
Base salaries for Messrs. Jacob and Labrato and Ms. Terry were recommended by Ms. Susan N. Story, the Gulf Power President and Chief Executive Officer, to Mr. David M. Ratcliffe, the Southern Company President and Chief Executive Officer. Mr. McCullough currently serves, and Ms. Manuel served during a portion of 2007, as both executive officers of Gulf Power and of Southern Company’s generation business unit (Southern Company Generation). Their base salaries were recommended by an Executive Vice President of Southern Company Generation, with input from Ms. Story, to the President of Southern Company Generation. Ms. Story’s base salary is approved by Mr. Ratcliffe.
The actual base salary levels set for each of the named executive officers were set within the pre-established salary ranges.
2007 Incentive Compensation
Achieving Operational and Financial Goals — Our Guiding Principle for Incentive Compensation
Our number one priority is to provide our customers outstanding reliability and superior service at low prices while achieving a level of financial performance that benefits Southern Company’s stockholders in the short and long term.
In 2007, we strove for and rewarded:
    Continued industry-leading reliability and customer satisfaction, while maintaining our low retail prices relative to the national average; and
 
    Meeting increased energy demand with the best economic and environmental choices.
In 2007, we also focused on and rewarded:
    Southern Company EPS Growth — A continuation of growing EPS an average of 5% per year from a base, excluding earnings from synthetic fuel investments, established in 2002. The target goal shown below is 5% greater than the goal established for 2006.
 
    Gulf Power ROE in the top quartile of comparable electric utilities.

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    Common Stock dividend growth.
 
    Long-term, risk-adjusted Southern Company total shareholder return.
 
    Financial Integrity — An attractive risk-adjusted return, sound financial policy, and a stable “A” credit rating.
The incentive compensation program is designed to encourage Gulf Power to achieve these goals.
The Southern Company Chief Executive Officer with the assistance of Southern Company’s Human Resources staff recommends to the Compensation Committee program design and award amounts for senior executives.
2007 Annual Incentive Program
Program Design
The Performance Pay Program is Southern Company’s annual incentive plan. Almost all employees of Gulf Power are participants, including the named executive officers, a total of over 1,300 Gulf Power participants.
The performance measured by the program uses goals set at the beginning of each year by the Compensation Committee.
An illustration of the annual incentive goal structure for 2007 is provided below.
(EQUATION)
    Operational goals for 2007 were safety, customer service, plant availability, transmission and distribution system reliability, inclusion, and, for Southern Company Generation, also net income. Each of these operational goals is explained in more detail under “Goal Details” below. The result of all operational goals is averaged and multiplied by the bonus impact of the EPS and business unit financial goals. The amount for each goal can range from 0.90 to 1.10 or 0.00 if a threshold performance level is not achieved as more fully described below. The level of achievement for each operational goal is determined and the results are averaged.
 
    Southern Company EPS is weighted at 50% of the financial goals. EPS is defined as earnings from continuing operations divided by average shares outstanding during the year, excluding earnings from synthetic fuel investments. The EPS performance measure is applicable to all participants in the Performance Pay Program, including the named executive officers.

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    Business unit financial performance is weighted at 50% of the financial goals. Gulf Power’s financial performance goal is ROE, which is defined as Gulf Power’s net income divided by average equity for the year. For Southern Company Generation, it is calculated using a corporate-wide weighted average of all the business unit financial performance goals, including primarily the ROE of Gulf Power and affiliated companies, Alabama Power, Georgia Power, and Mississippi Power. For Mr. McCullough, the business unit financial goal was weighted 30% Gulf Power ROE and 20% Southern Company Generation financial goal. Ms. Manuel’s business unit financial goal was the same as that for Mr. McCullough until she assumed her current position at an affiliated company. Ms. Manuel is not a named executive officer in her current position. Her business unit financial goal at year-end 2007 was based entirely on the Southern Company Generation financial goal.
The Compensation Committee may make adjustments, both positive and negative, to goal achievement for purposes of determining payouts. Such adjustments include the impact of items considered one time or outside of normal operations or not anticipated in the business plan when the earnings goal was established, and of sufficient magnitude to warrant recognition. For the payouts based on 2007 performance, no adjustments materially impacted the payouts to the named executive officers.
Under the terms of the program, no payout can be made if Southern Company’s current earnings are not sufficient to fund its Common Stock dividend at the same level or higher than the prior year.
Goal Details
Operational Goals:
Customer Service — Gulf Power uses customer satisfaction surveys to evaluate its performance. The survey results provide an overall ranking for Gulf Power, as well as a ranking for each customer segment: residential, commercial, and industrial.
Reliability — Transmission and distribution system reliability performance is measured by the frequency and duration of outages. Performance targets for reliability are set internally based on historical performance, expected weather conditions, and expected capital expenditures.
Availability — Peak season equivalent forced outage rate is an indicator of fossil/hydro plant availability and efficient generation fleet operations during the months when generation needs are greatest. The rate is calculated by dividing the number of hours of forced outages by total generation hours.
Safety — Southern Company’s Target Zero program is focused on continuous improvement in having a safe work environment. The performance is measured by the Occupational Safety and Health Administration recordable incident rate.
Inclusion/Diversity — The inclusion program seeks to improve our inclusive workplace. This goal includes measures for work environment (employee satisfaction survey), representation of minorities and females in leadership roles, and supplier diversity.
Southern Company capital expenditures “gate” or threshold goal – Southern Company strived to manage total capital expenditures for the participating business units at or below $3.8 billion for 2007, excluding nuclear fuel. If the capital expenditure target is exceeded, total operational goal performance is capped at 0.90 for all business units, regardless of the actual operational goal results. Adjustments to the goal may occur due to significant events not anticipated in Southern Company’s business plan established early in 2007, such as acquisitions or disposition of assets, new capital projects, and other events.
For Ms. Manuel, the Southern Company Generation operational goals are applied rather than those for Gulf Power. These goals included availability, safety, inclusion, and Southern Company Generation net income. For Mr. McCullough, the operational goals are weighted 60% based on Gulf Power’s operational goals and 40% based on Southern Company Generation’s operational goals.

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The range of performance levels established for the operational goals are detailed below.
                         
            Availability -   Safety -        
            Gulf Power/   Gulf Power/       Southern
            Southern   Southern       Company
Level of   Customer       Company   Company       Generation
Performance   Service   Reliability   Generation   Generation   Inclusion   Net Income
Maximum (1.10)
  Top quartile for each   Improve historical   2.25%/2.00%   1.00/0.30   Significant   $170 million
 
  customer segment   performance           improvement    
 
                       
Target (1.00)
  2 nd quartile   Maintain historical   3.00%/2.75%   1.50/0.60   Improve   $150 million
 
      performance                
 
                       
Threshold (0.90)
  3 rd quartile   Below historical   4.00%/3.75%   2.00/0.90   Below expectations   $120 million
 
      performance                
 
                       
0 Trigger
  4 th quartile   Significant issues   9.00%/6.00%   >2.00/>0.90   Significant issues   <$120 million
EPS and Business Unit Financial Performance:
The range of EPS and business unit financial goals for 2007 is shown below. The ROE goal varies from the allowed retail ROE range due to state regulatory accounting requirements, wholesale activities, other non-jurisdictional revenues and expenses, and other activities not subject to state regulation.
                                         
    Southern                   Payout Factor    
    Company EPS,                   at Highest   Payout Below
    excluding                   Level of   Threshold for
    earnings from   Business unit           Operational   Operational
Level of   synthetic fuel   financial   Payout   Goal   Goal
Performance   investments   performance ROE   Factor   Achievement   Achievement
Maximum
  $ 2.265       14.25 %     2.00       2.20       0.00  
Target
  $ 2.155       13.50 %     1.00       1.10       0.00  
Threshold
  $ 2.08       10.50 %     0.25       0.275       0.00  
Below threshold
  <$ 2.08       <10.50 %     0.00       0.00       0.00  
2007 Achievement
Each named executive officer had a target annual incentive opportunity, based on his or her position, set by the Compensation Committee at the beginning of 2007. Targets are set as a percentage of base salary. Ms. Story’s target was set at 60%. For Messrs. Jacob and Labrato it was set at 45%. For Ms. Manuel it was initially set at 40% based on her position level and increased to 45% in August 2007 when she assumed her current position. For Mr. McCullough it was initially set at 35% and was increased to 40% in August 2007 when he assumed his current position. For Ms. Terry it was initially set at 40% and was increased to 45% in March 2007 when she assumed her current position. Actual payouts were determined by adding the payouts derived from EPS and business unit financial performance goal achievement for 2007 and multiplying that sum by the result of the operational goal achievement. The gate goal target was not exceeded and therefore did not affect payouts. Actual 2007 goal achievement is shown in the following table.

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            EPS,               Business        
            excluding               Unit   Total    
            earnings   EPS Goal           Financial   Weighted    
    Operational   from   Performance   Business   Performance   Financial   Total
    Goal   synthetic   Factor   Unit   Factor   Performance   Payout
Business   Multiplier   fuel   (50%   Financial   (50%   Factor   Factor
Unit   (A)   investments   Weight)   Performance   Weight)   (B)   (AxB)
Gulf Power
    1.07     $2.21   1.69     13.25 %     0.94       1.31       1.40  
 
                                               
Southern Company
                  Corporate                        
Generation
    1.05     $2.21   1.69   Average     1.25       1.47       1.54  
For Ms. Manuel, the Total Payout Factor was based 50% on EPS and 50% on Southern Company Generation performance. For Mr. McCullough, the Total Payout Factor was based 50% on EPS, 30% on Gulf Power performance, and 20% on Southern Company Generation performance. Ms. Manuel’s was adjusted by the Southern Company Generation operational goal multiplier and Mr. McCullough’s was adjusted based on a weighted average of the Gulf Power operational goal multiplier (60%) and the Southern Company Generation operational goal multiplier (40%).
Note that the Total Payout Factor may vary from the Total Weighted Performance multiplied by the operational goal multiplier due to rounding. To calculate the annual incentive payout amount, the target opportunity (annual incentive target times base salary) is multiplied by the Total Payout Factor. For Mss. Manuel and Terry and Mr. McCullough it is prorated based on the period of time they served in different positions as described above.
Annual incentive payouts were determined using EPS and business unit financial performance results. The EPS results used differ somewhat from the results reported in Southern Company’s financial statements in the Southern Company’s 2007 Annual Report to Stockholders. Gulf Power’s ROE results used for annual incentive calculations differ somewhat from the results reported by Gulf Power in Item 6 herein. These differences are described below.
EPS, excluding earnings from synthetic fuel investments — In 2007, Southern Company’s synthetic fuel investments generated tax credits as a result of synthetic fuel production. Due to higher oil prices over the past two years, such tax credits were partially phased out and one synfuel investment was terminated in 2006. These tax credits were no longer available after December 31, 2007. Southern Company management uses EPS, excluding earnings from synthetic fuel investments, to evaluate the performance of Southern Company’s ongoing business activities. We believe the presentation of earnings and EPS, excluding the results of the synthetic fuel investments, also is useful for investors because it provides additional information for purposes of comparing our performance for such periods. For 2007, reported EPS was $2.29 per share including earnings from synthetic fuel investments, and $2.21 per share excluding earnings from synthetic fuel investments. As established by the Compensation Committee in early 2007, the annual incentive goal for 2007 measured the EPS performance, excluding earnings from synthetic fuel investments.
The 2007 reported ROE for Gulf Power was 12.32%. ROE performance for the annual incentive calculation was 13.25%, due to an adjustment made to mitigate the ROE impact of losses under certain wholesale contracts. This adjustment was approved by the Compensation Committee at the time the ROE goal for Gulf Power was established in early 2007.
Actual performance exceeded the target performance levels established by the Compensation Committee in early 2007; therefore, the payout levels also exceeded the target pay opportunities that were established. More information on how target pay opportunities are established is provided under the section entitled “Market Data” in this CD&A.

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The table below shows the pay opportunity set in early 2007 for the annual incentive payout at target-level performance and the actual payout based on the actual performance shown above.
                 
Name   Target Annual Incentive Opportunity   Actual Annual Incentive Payout
S. N. Story
  $ 222,103     $ 310,944  
R. R. Labrato
  $ 105,126     $ 147,177  
P. B. Jacob
  $ 97,705     $ 136,787  
P. M. Manuel
  $ 87,336     $ 130,448  
T. J. McCullough
  $ 62,830     $ 91,369  
B. C. Terry
  $ 87,990     $ 124,088  
Stock Options
Options to purchase Common Stock are granted annually and were granted in 2007 to the named executive officers and about 265 other employees of Gulf Power. Options have a 10-year term, vest over a three-year period, fully vest upon retirement or termination of employment following a change in control and expire at the earlier of five years from the date of retirement or the end of the 10-year term.
Stock option award sizes for 2007 were calculated using guidelines set by the Compensation Committee as a percent of base salary. These guidelines are kept stable from year to year unless the market data indicates a clear need to change them.
The number of options granted is the guideline amount divided by Southern Company’s average daily Common Stock price for the 12 months preceding the grant. This is done to mitigate volatility in the number of options granted and to provide a standard grant methodology.
The calculation of the 2007 stock option grants for the named executive officers is shown below.
                                         
                                    Number of Stock
                                    Options Granted
                                    (Guideline
                                    Amount/Average
                    Guideline   Average Daily   Daily Stock
Name   Guideline %   Salary   Amount   Stock Price   Price)
S. N. Story
  400% of Salary   $ 370,172     $ 1,480,688     $ 34.06       43,472  
R. R. Labrato
  225% of Salary   $ 233,614     $ 525,632     $ 34.06       15,432  
P. B. Jacob
  225% of Salary   $ 210,799     $ 474,298     $ 34.06       13,925  
P. M. Manuel
  175% of Salary   $ 189,219     $ 331,133     $ 34.06       9,722  
T. J. McCullough
  125% of Salary   $ 148,492     $ 185,615     $ 34.06       5,449  
B. C. Terry
  175% of Salary   $ 182,316     $ 319,053     $ 34.06       9,367  
The guideline percent is based on the positions held at the time grants are made, which were different for Ms. Manuel, Ms. Terry, and Mr. McCullough from the positions held as of year-end 2007. Also, stock option grants were made based on salaries in effect on March 1, 2007.
More information about the option program is contained in the Grant of Plan Based Awards Table and the information accompanying it.
Performance Dividends
All option holders, including the named executive officers, can receive performance-based dividend equivalents on stock options held at the end of the year. Dividend equivalents can range from 0% to 100% of the Common Stock dividend paid during the year per option held at the end of the year. Actual payout will depend on Southern Company’s total shareholder return over a four-year performance measurement period compared to a group of other

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electric and gas utility companies. The peer group is determined at the beginning of each four-year performance measurement period. The peer group varies from the “Market Data” peer group due to the timing and criteria of the peer selection process. The peer group for performance dividends is set by the Compensation Committee at the beginning of the four-year measurement period. However, despite these timing differences, there is substantial overlap in the companies included.
Total shareholder return is calculated by measuring the ending value of a hypothetical $100 invested in each company’s common stock at the beginning of each of 16 quarters.
No performance dividends are paid if Southern Company’s earnings are not sufficient to fund a Common Stock dividend at least equal to that paid in the prior year.
2007 Payout
The peer group used to determine the 2007 payout for the 2004-2007 performance measurement period was made up of utilities with revenues of $2 billion or more with regulated revenues of 70% or more. Those companies are listed below.
         
 
Allegheny Energy, Inc.
  Exelon Corporation   Progress Energy, Inc.
Alliant Energy Corporation
  FirstEnergy Corporation   Public Service Enterprise Group Incorporated
Ameren Corporation
  FPL Group, Inc.   Puget Energy, Inc.
American Electric Power Company, Inc.
  NiSource Inc.   SCANA Corporation
Avista Corporation
  Northeast Utilities   Sempra Energy
Consolidated Edison, Inc.
  NorthWestern Corporation   Sierra Pacific Resources
DTE Energy Company
  NSTAR   Westar Energy, Inc.
Energy East Corporation
  OGE Energy Corp.   Wisconsin Energy Corporation
Entergy Corporation
  Pepco Holdings, Inc.   Xcel Energy Inc.
 
  Pinnacle West Capital
Corporation
   
 
The scale below determined the percent of the full year’s dividend paid on each option held at December 31, 2007 based on the 2004-2007 performance measurement period. Payout for performance between points was interpolated on a straight-line basis.
         
Performance vs. Peer Group   Payout (% of a Full Year’s Dividend Paid)
90 th percentile or higher
    100 %
50 th percentile
    50 %
10 th percentile or lower
    0 %
The above payout scale, when established in 2004, paid 25% of the dividend at the 30 th percentile and zero below that. The scale was extended to the 10 th percentile on a straight-line basis by the Compensation Committee in October 2005, in order to avoid the earnings volatility and employee relations issues that the payout cliff created.
Total shareholder return was calculated by measuring the ending value of a hypothetical $100 invested in each company’s stock at the beginning of each of 16 quarters.
Southern Company’s total shareholder return performance during the four-year period ending with 2007 was the 39 th percentile, resulting in a payout of 36% of the full year’s Common Stock dividend, or $0.58. This figure was multiplied by each named executive officer’s outstanding stock options at December 31, 2007 to calculate the payout under the program. The amount paid is included in the Non-Equity Incentive Plan Compensation Column in the Summary Compensation Table.

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2010 Opportunity
The peer group for the 2007-2010 performance measurement period (which will be used to determine the 2010 payout) is made up of utility companies with revenues of $1.2 billion or more with regulated revenues of approximately 60% or more. Those companies are listed below.
The guideline used to establish the peer group for the 2004-2007 performance measurement period was somewhat different from that used in 2006 to establish the peer group for the 2007-2010 performance measurement period. The guideline for inclusion in the peer group is reevaluated annually as needed to assist in identifying 25 to 30 companies similar to Southern Company. While the guideline does vary somewhat, 25 of the 29 companies in the peer group for the 2004-2007 performance measurement period also were in the peer group established for the 2007-2010 period.
         
 
Allegheny Energy, Inc.
  Edison International   Progress Energy, Inc.
Alliant Energy Corporation
  Energy East Corporation   Puget Energy, Inc.
Ameren Corporation
  Entergy Corporation   SCANA Corporation
American Electric Power Company, Inc.
  Exelon Corporation   Sempra Energy
Aquila, Inc.
  FPL Group, Inc.   Sierra Pacific Resources
Avista Corporation
  Hawaiian Electric   TECO
Centerpoint Energy, Inc.
  NiSource Inc.   UIL Holdings
CMS Energy Corporation
  Northeast Utilities   Unisource
Consolidated Edison, Inc.
  NSTAR   Vectren Corporation
DPL Inc.
  Pepco Holdings, Inc.   Westar Energy, Inc.
DTE, Inc.
  PG&E Corporation   Wisconsin Energy Corporation
Duke Energy
  Pinnacle West Capital Corporation   Xcel Energy Inc.
 
The scale below will determine the percent of the full year’s dividend paid on each option held at December 31, 2010, based on the 2007-2010 performance measurement period. Payout for performance between points is interpolated on a straight-line basis.
         
Performance vs. Peer Group   Payout (% of a Full Year’s Dividend Paid)
90 th percentile or higher
    100 %
50 th percentile
    50 %
10 th percentile or lower
    0 %
See the Grants of Plan-Based Awards Table and the accompanying information following it for more information about threshold, target and maximum payout opportunities for the 2007-2010 Performance Dividend Program.
Timing of Incentive Compensation
As discussed above, Southern Company EPS and Gulf Power’s financial performance goals for the 2007 annual incentive program were established at the February 2007 Compensation Committee meeting. Annual stock option grants were also made at that meeting. The establishment of incentive compensation goals and the granting of stock options were not timed with the release of non-public material information. This procedure was consistent with prior practices. Stock option grants are made to new hires or newly-eligible participants on preset, regular quarterly dates that were approved by the Compensation Committee. The exercise price of options granted to employees in 2007 was the closing price of the Common Stock on the date of grant.

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Post-Employment Compensation
As mentioned above, we provide certain post-employment compensation to employees, including the named executive officers:
Retirement Benefits
Generally, all full-time employees of Gulf Power, including the named executive officers, participate in our funded Pension Plan after completing one year of service. Normal retirement benefits become payable when participants both attain age 65 and complete five years of participation. We also provide unfunded benefits that count salary and short-term incentive pay that is ineligible to be counted under the Pension Plan. (These plans are the Supplemental Benefit Plan and the Supplemental Executive Retirement Plan that are mentioned in the chart on pages III-27 through III-28 of this CD&A.) See the Pension Benefits Table and the information accompanying it for more information about pension-related benefits.
Gulf Power also provides the Deferred Compensation Plan which is an unfunded plan that permits participants to defer income as well as certain federal, state, and local taxes until a specified date or their retirement, disability, death, or other separation from service. Up to 50% of base salary and up to 100% of the annual incentive and performance dividends may be deferred, at the election of eligible employees. All of the named executive officers are eligible to participate in the Deferred Compensation Plan. See the Nonqualified Deferred Compensation Table and the information accompanying it for more information about the Deferred Compensation Plan.
Change in Control Protections
The Compensation Committee approved the change in control protection program in 1998. The program provides some level of severance benefits to all employees not part of a collective bargaining unit, if the conditions of the program are met, as described below. The Compensation Committee established this program and the levels of severance amount in order to provide certain compensatory protections to executives upon a change in control and thereby allow them to negotiate aggressively with a prospective purchaser. Providing such protections to our employees in general minimizes disruption during a pending or anticipated change in control. For all participants, payment and vesting occur only upon the occurrence of both an actual change in control and loss of the individual’s position.
Change in control protections, including severance pay and, in some situations, vesting or payment of long-term incentive awards, are provided upon a change in control of Southern Company or Gulf Power coupled with an involuntary termination not for “Cause” or a voluntary termination for “Good Reason.” This means there is a “double trigger” before severance benefits are paid; i.e., there must be both a change in control and a termination of employment.
If the conditions described above are met, the named executive officers are entitled to severance payments equal to two or three times their base salary plus the annual incentive amount assuming target-level performance. Most officers, including the Gulf Power’s named executive officers, are entitled to severance payments equal to two times their base salary plus the annual incentive amount assuming target-level performance. Ms. Story is entitled to the larger amount. These amounts are consistent with that provided by other companies of our size and in our industry and were established based on market-data provided to the Compensation Committee from its compensation consultant.
More information about post-employment compensation, including severance arrangements under our change in control program, is included in the section entitled Potential Payments upon Termination or Change in Control.

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Executive Stock Ownership Requirements
Effective January 1, 2006, the Compensation Committee adopted Common Stock ownership requirements for officers of Southern Company and its subsidiaries that are in a position of Vice President or above. All of the named executive officers are covered by the requirements. The guidelines were implemented to further align the interest of officers and Southern Company’s stockholders by promoting a long-term focus and long-term share ownership.
The types of ownership arrangements counted toward the requirements are shares owned outright, those held in Southern Company-sponsored plans, and Common Stock accounts in the Deferred Compensation Plan and the Supplemental Benefit Plan. One-third of vested Southern Company stock options may be counted, but if so, the ownership target is doubled.  
The requirements are expressed as a multiple of base salary as per the table below.
         
    Multiple of Salary Without   Multiple of Salary Counting
Name   Counting Stock Options   1/3 of Vested Options
S. N. Story
  3 Times   6 Times
R. R. Labrato
  1 Time   2 Times
P. B. Jacob
  1 Time   2 Times
P. M. Manuel
  1 Time   2 Times
T. J. McCullough
  1 Time   2 Times
B. C. Terry
  1 Time   2 Times
Current officers have until September 30, 2011 to meet the applicable ownership requirement. Newly-elected officers will have five years to meet the applicable ownership requirement.
Impact of Accounting and Tax Treatments on Compensation
None of the compensation paid to the Gulf Power’s employees, including the named executive officers, is subject to the restrictions under Section 162(m) of the Internal Revenue Code of 1986, as amended (Code).
Policy on Recovery of Awards
Southern Company’s 2006 Omnibus Incentive Compensation Plan provides that, if Southern Company or Gulf Power is required to prepare an accounting restatement due to material noncompliance as a result of misconduct, and if an executive knowingly or grossly negligently engaged in or failed to prevent the misconduct or is subject to automatic forfeiture under the Sarbanes-Oxley Act of 2002, the executive will reimburse Gulf Power the amount of any payment in settlement of awards earned or accrued during the 12-month period following the first public issuance or filing that was restated.
Southern Company Policy Regarding Hedging the Economic Risk of Stock Ownership
Southern Company’s policy is that insiders, including outside directors, will not trade in Southern Company options on the options market and will not engage in short sales.

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COMPENSATION COMMITTEE REPORT
The Compensation Committee met with management to review and discuss the CD&A. Based on such review and discussion, the Compensation Committee recommended to the Southern Company Board of Directors that the CD&A be included in Gulf Power’s Annual Report on Form 10-K for the fiscal year ended December 31, 2007. The Southern Company Board of Directors approved that recommendation.
Members of the Compensation Committee:
J. Neal Purcell, Chair
Jon A. Boscia
H. William Habermeyer, Jr.
Donald M. James
SUMMARY COMPENSATION TABLE
The Summary Compensation Table shows the amount and type of compensation received by the Chief Executive Officer, the Chief Financial Officer, and the next four most highly-paid executive officers who served in 2007. Collectively, these officers are referred to as the “named executive officers.”
                                                                         
                                                    Change in        
                                                    Pension        
                                                    Value and        
                                                    Nonquali-        
                                            Non-   fied        
                                            Equity   Deferred   All    
                                            Incentive   Compensa   Other    
                            Stock   Option   Plan   -tion   Compen    
Name and           Salary   Bonus   Awards   Awards   Compensation   Earnings   -sation   Total
Principal Position   Year   ($)   ($)   ($)   ($)   ($)   ($)   ($)   ($)
(a)   (b)   (c)   (d)   (e)   (f)   (g)   (h)   (i)   (j)
Susan N. Story
    2007       366,578       0       0       164,686       404,421       231,120       37,196       1,204,001  
President, Chief
    2006       349,187       0       0       144,347       383,590       65,344       29,330       971,798  
Executive Officer and Director
                                                                       
Ronnie R. Labrato
    2007       231,132       0       0       63,580       189,469       166,084       25,849       676,114  
Vice President and
    2006       219,732       7,500       0       60,598       182,948       71,618       25,945       568,341  
Chief Financial Officer
                                                                       
P. Bernard Jacob
    2007       213,374       0       0       57,371       152,730       125,674       22,726       571,875  
Vice President
    2006       199,142       0       0       54,938       156,439       53,935       18,699       483,153  
Penny M. Manuel *
    2007       193,758       0       0       32,780       151,800       68,851       44,202       491,391  
Vice President
    2006       177,484       0       0       26,053       133,157       21,857       12,801       371,352  
Theodore McCullough *
    2007       154,087       17,000       0       21,345       107,045       30,674       29,962       360,113  
Vice President
                                                                       
Bentina C. Terry **
    2007       193,869       18,232       0       36,417       140,268       13,802       64,210       466,798  
Vice President
                                                                       
 
*   Ms. Manuel transferred to SCS in August 2007. Mr. McCullough was named an executive officer of Gulf Power in August 2007.
 
**   Ms. Terry was named an executive officer of Gulf Power in March 2007.

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Column (d)
The amounts reported in this column for 2007 were relocation incentives that are paid to employees who are promoted and relocate geographically, at the request of the employer. It is a lump sum payment equal to 10% of base salary. Both Ms. Terry and Mr. McCullough relocated in 2007.
Column (e)
No equity-based compensation has been awarded to the named executive officers, or any other employees of Gulf Power, other than Stock Option Awards which are reported in column (f).
Column (f)
This column reports the dollar amounts recognized for financial statement reporting purposes with respect to 2007 in accordance with FASB Statement of Financial Accounting Standards No. 123 (revised 2004) (FAS 123R) disregarding any estimates of forfeitures relating to service-based vesting conditions. See Note 1 to the financial statements of Gulf Power in Item 8 herein for a discussion of the assumptions used in calculating these amounts.
For Messrs. Labrato and Jacob, the amounts shown equal the grant date fair value for the 2007 options granted in 2007, as reported in the Grants of Plan-Based Awards Table because these named executive officers have been retirement eligible for several years and therefore their options will vest in full upon termination. Accordingly, under FAS 123R, the full grant date fair value of their option awards is expensed in the year of grant. However, for Mss. Story, Manuel, and Terry and Mr. McCullough, the amounts reported reflect the amounts expensed in 2007 attributable to the following stock option grants made in 2007 and in prior years because each of these named executive officers was not retirement eligible on the grant dates. Therefore, the grant date fair value for options granted to Mss. Story, Manuel, and Terry and Mr. McCullough is recognized over the shorter period of a) the vesting period of each option or b) the period to the date they become retirement eligible. The grant date fair value for the grant made in 2007 is reported in the Grants of Plan-Based Awards Table.
                                 
    Amount Expensed in 2007 ($)
Grant Date   S. N. Story   P. M. Manuel   T. J. McCullough   B. C. Terry
2004
    4,993       780       715       486  
2005
    50,042       7,742       7,102       12,501  
2006
    57,149       12,720       7,061       12,313  
2007
    52,502       11,538       6,467       11,117  
TOTAL
    164,686       32,780       21,345       36,417  
Column (g)
The amounts in this column are the aggregate of the payouts under the annual incentive program and the performance dividend program attributable to performance periods ending December 31, 2007 that are discussed in detail in the CD&A. The amounts paid under each program to the named executive officers are shown below:
                         
Name   Annual Incentive ($)   Performance Dividends ($)   Total ($)
S. N. Story
    310,944       93,477       404,421  
R. R. Labrato
    147,177       42,292       189,469  
P. B. Jacob
    136,787       15,943       152,730  
P. M. Manuel
    130,448       21,352       151,800  
T. J. McCullough
    91,369       15,676       107,045  
B. C. Terry
    124,088       16,180       140,268  

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§  Column (h)
This column reports the aggregate change in the actuarial present value of each named executive officer’s accumulated benefit under the Pension Plan and the supplemental pension plans (collectively, Pension Benefits) during 2006 and 2007. The amount included for 2006 is the difference between the actuarial present values of the Pension Benefits measured as of September 30, 2005 and September 30, 2006; the 2007 amount is the difference in the actuarial present values of the Pension Benefits measured as of September 30, 2006 and September 30, 2007. The Pension Benefits as of each measurement date are based on the named executive officer’s age, pay, and service accruals and the plan provisions applicable as of the measurement date. The actuarial present values as of each measurement date reflect the assumptions Gulf Power selected for Statement of Financial Accounting Standards No. 87, “Employers’ Accounting for Pensions” cost purposes as of that measurement date; however, the named executive officers were assumed to remain employed at Gulf Power until their benefits commence at the pension plans’ stated normal retirement date, generally age 65. As a result, the amounts in column (h) related to Pension Benefits represent the combined impact of several factors—growth in the named executive officer’s Pension Benefits over the measurement year; impact on the total present values of one year shorter discounting period due to the named executive officer being one year closer to normal retirement; impact on the total present values attributable to changes in assumptions from measurement date to measurement date; and impact on the total present values attributable to plan changes between measurement dates.
For more information about the Pension Benefits and the assumptions used to calculate the actuarial present value of accumulated benefits as of September 30, 2007, see the information following the Pension Benefits Table. The key differences between assumptions used for the actuarial present values of accumulated benefits calculations as of September 30, 2006 and September 30, 2007 follow:
§   Discount rate was increased to 6.3% as of September 30, 2007 from 6.0% as of September 30, 2006.
§   Unpaid incentives have been assumed to be 135% of target levels as of September 30, 2007; payments at 130% of target levels was assumed as of September 30, 2006.
The pension plans’ provisions were substantively the same as of September 30, 2005 and September 30, 2006. However, the present values of accumulated Pension Benefits as of September 30, 2007 reflect new provisions regarding the form and timing of payments from the supplemental pension plans. These changes bring those plans into compliance with Section 409A of the Code. The key change was to the form of payment. Instead of providing monthly payments for the lifetime of each named executive officer and his/her spouse, these plans will pay the single sum value of those benefits for an average lifetime in 10 annual installments. Calculations of the present value of accumulated benefits calculations shown prior to September 30, 2007 reflect supplemental pension benefits being paid monthly for the lifetimes of named executive officers and their spouses. The 2007 change in pension value reported in column (h) for each named executive officer is greater than what it otherwise would have been due to the new form of payment. This new form of payment is described more fully in the information following the Pension Benefits Table.
This column also reports above-market earnings on deferred compensation. Above-market earnings are defined by the SEC as any amount above 120% of the applicable federal long-term rate as prescribed under Section 1274(d) of the Code.
Under the Deferred Compensation Plan, eligible employees are permitted to defer up to 50% of their salary and 100% of payments under the annual incentive program or the performance dividend program. The deferred amounts are then treated as if invested in one of two investment options — at the election of the participant. Amounts may be treated as if invested in the Common Stock (Stock Equivalent Account) or the prime interest rate as published in the Wall Street Journal as the base rate on corporate loans posted as of the last business day of each month by at least 75% of the United States’ largest banks (Prime Equivalent Account).
The amounts invested in the Stock Equivalent Account are treated as if dividends are paid and reinvested at the same rate as that paid to Southern Company’s stockholders. That amount is not considered “above-market” as defined by the SEC.

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In 2006 and 2007, the prime interest rate used in the Prime Equivalent Account exceeded 120% of the applicable long-term rate in effect at the measurement point under the SEC’s rules. Therefore, earnings that exceed the amount calculated at that rate are reported here. The range of interest rates under the Prime Equivalent Account was 7.25% to 8.25% in 2006 and 2007 and the applicable long-term rate was 7.14%.
The table below itemizes the amounts reported in this column.
                                 
            Change in   Above-Market    
            Pension   Earnings on Deferred    
            Value   Compensation   Total
Name   Year   ($)   ($)   ($)
S. N. Story
    2007       221,213       9,907       231,120  
 
    2006       56,406       8,938       65,344  
R. R. Labrato
    2007       165,758       326       166,084  
 
    2006       71,618       0       71,618  
P. B. Jacob
    2007       125,316       358       125,674  
 
    2006       53,721       214       53,935  
P. M. Manuel
    2007       68,851       0       68,851  
 
    2006       21,857       0       21,857  
T. J. McCullough
    2007       30,607       67       30,674  
B. C. Terry
    2007       13,729       73       13,802  
Column (i)
This column reports the following items: perquisites; tax reimbursements by Gulf Power on certain perquisites; Gulf Power’s contributions in 2007 to the Southern Company Employee Savings Plan (ESP), which is a tax-qualified defined contribution plan intended to meet requirements of Section 401(k) of the Code; and contributions in 2007 under the Southern Company Supplemental Benefit Plan (Non-Pension Related) (SBP). The SBP is described more fully in the information following the Nonqualified Deferred Compensation Table.
The amounts reported are itemized below.
                                         
            Tax            
    Perquisites   Reimbursements   ESP   SBP   Total
Name   ($)   ($)   ($)   ($)   ($)
S. N. Story
    11,475       7,025       11,475       7,221       37,196  
R. R. Labrato
    8,789       5,418       11,329       313       25,849  
P. B. Jacob
    8,259       4,494       9,973       0       22,726  
P. M. Manuel
    30,142       4,451       9,609       0       44,202  
T. J. McCullough
    21,406       1,205       7,351       0       29,962  
B. C. Terry
    42,587       12,802       8,821       0       64,210  
Description of Perquisites
Personal Financial Planning is provided for most officers of Gulf Power, including all of the named executive officers. Gulf Power pays for the services of the financial planner on behalf of the officers, up to a maximum amount of $8,700 per year, after the initial year that the benefit is provided. In the initial year, the allowed amount is $15,000. Gulf Power also provides a five-year allowance of $6,000 for estate planning and tax return preparation fees.
Personal Use of Company-Provided Club Memberships. Gulf Power provides club memberships to certain officers, including all of the named executive officers. The memberships are provided for business use; however, personal use is permitted. The amount included reflects the pro-rata portion of the membership fees paid by Gulf Power that are attributable to the named executive officers’ personal use. Direct costs associated with any personal use, such as meals, are paid for or reimbursed by the employee and therefore are not included.

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Relocation Benefits. These benefits are provided to cover the costs associated with geographic relocation.
Personal Use of Corporate-Owned Aircraft. Southern Company owns aircraft that are used to facilitate business travel. All flights on these aircraft must have a business purpose. Also, if seating is available, Southern Company permits a spouse or other family member to accompany an employee on a flight. However, because in such cases the aircraft is being used for a business purpose, there is no incremental cost associated with the spousal travel and no amounts are included for such travel. Any additional expenses incurred that are related to spousal travel are included.
Home Security Systems. Gulf Power pays for the services of third-party providers for the installation, maintenance, and monitoring of the named executive officers’ home security systems.
Other Miscellaneous Perquisites. The amount included reflects the full cost to Gulf Power of providing the following items: personal use of Company-provided tickets for sporting and other entertainment events, and gifts distributed to and activities provided to attendees at Southern Company-sponsored events.
GRANTS OF PLAN-BASED AWARDS MADE IN 2007
The Grants of Plan-Based Awards Table provides information on stock option grants made and goals established for future payouts under Gulf Power’s incentive compensation programs during 2007 by the Compensation Committee. In this table, the annual incentive and the performance dividend payouts are referred to as PPP and PDP, respectively.
                                                                 
                                                            Grant
                                                    Closing   Date
                                    All Other           Price   Fair
                                    Option           on Last   Value
                                    Awards:   Exercise   Trading   of
                                    Number of   or Base   Date   Stock
        Estimated Possible Payouts Under Non-   Securities   Price of   Prior to   and
        Equity Incentive Plan Awards   Underlying   Option   Grant   Option
    Grant       Threshold   Target   Maximum   Options   Awards   Date   Awards
Name   Date       ($)   ($)   ($)   (#)   ($/Sh)   ($/Sh)   ($)
(a)   (b)       (c)   (d)   (e)   (f)   (g)   (h)   (i)
S. N. Story
  2/19/2007   PPP     49,973       222,103       488,627       43,472       36.42       36.42       179,105  
 
      PDP     12,853       128,531       257,061                                  
R. R. Labrato
  2/19/2007   PPP     23,653       105,126       231,278       15,432       36.42       36.42       63,580  
 
      PDP     5,815       58,151       116,303                                  
P. B. Jacob
  2/19/2007   PPP     21,984       97,705       214,952       13,925       36.42       36.42       57,371  
 
      PDP     2,192       21,922       43,843                                  
P. M. Manuel
  2/19/2007   PPP     19,651       87,336       192,139       9,722       36.42       36.42       40,055  
 
      PDP     2,936       29,359       58,718                                  
T. J. McCullough
  2/19/2007   PPP     14,137       62,830       138,226       5,449       36.42       36.42       22,450  
 
      PDP     2,155       21,554       43,108                                  
B. C. Terry
  2/19/2007   PPP     19,798       87,990       193,578       9,367       36.42       36.42       38,592  
 
      PDP     2,225       22,248       44,496                                  
Columns (c), (d), and (e)
The amounts reported as PPP reflect the amounts established by the Compensation Committee in early 2007 to be paid for certain levels of performance as of December 31, 2007 under the annual incentive program, Gulf Power’s short-term incentive program. The Compensation Committee assigns each named executive officer a target incentive opportunity, expressed as a percentage of base salary, that is paid for target-level performance under the annual incentive program. The target incentive opportunities established for the named executive officers for 2007

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performance were 60% for Ms. Story, 45% for Mss. Manuel and Terry and Messrs. Labrato and Jacob, and 40% for Mr. McCullough at year-end 2007. Due to changes in job assignments in 2007, target incentive opportunities for Mss. Manuel and Terry and Mr. McCullough were 40%, 40%, and 35%, respectively for a portion of 2007. The payout for threshold performance was set at 0.225 times the target incentive opportunity and the maximum amount payable was set at 2.20 times the target. The amount paid to each named executive officer under the annual incentive program for actual 2007 performance is included in the Non-Equity Incentive Plan Compensation column in the Summary Compensation Table and is itemized in the notes following that table. More information about the annual incentive program, including the applicable performance criteria established by the Compensation Committee, is provided in the CD&A.
Gulf Power also has a long-term incentive program, the performance dividend program, that pays performance-based dividend equivalents based on Southern Company’s total shareholder return (TSR) compared with the TSR of its peer companies over a four-year performance measurement period. The Compensation Committee establishes the level of payout for prescribed levels of performance over the measurement period.
In February 2007, the Compensation Committee established the performance dividend program goal for the four-year performance measurement period beginning on January 1, 2007 and ending on December 31, 2010. The amount earned in 2010 based on the performance measurement for 2007-2010 will be paid following the end of the period. However, no amount is earned and paid unless the Compensation Committee approves the payment at the beginning of the final year of the performance measurement period. Also, nothing is earned unless Southern Company’s earnings are sufficient to fund a Common Stock dividend at the same level as the prior year.
The performance dividend program pays to all option holders a percentage of the Common Stock dividend paid to Southern Company’s stockholders in the last year of the performance measurement period. It can range from approximately five percent for performance above the 10th percentile compared with the performance of the peer companies to 100% of the dividend if Southern Company’s TSR is at or above the 90 th percentile. That amount is then paid per option held at the end of the four-year period. The amount, if any, ultimately paid to the option holders, including the named executive officers, at the end of the last year of the 2007-2010 performance measurement period will be based on (1) Southern Company’s TSR compared to that of its peer companies as of December 31, 2010, (2) the actual dividend paid in 2010 to Southern Company’s stockholders, if any, and (3) the number of options held by the named executive officers on December 31, 2010.
The number of options held on December 31, 2010 will be affected by the number of additional options granted to the named executive officers prior to December 31, 2010, if any, and the number of options exercised by the named executive officers prior to December 31, 2010, if any. None of these components necessary to calculate the range of payout under the performance dividend program for the 2007-2010 performance measurement period is known at the time the goal is established.
The amounts reported as PDP in columns (c), (d), and (e) were calculated based on the number of options held by the named executive officers on December 31, 2007, as reported in columns (b) and (c) of the Outstanding Equity Awards at Fiscal Year-End Table and the Common Stock dividend of $1.595 per share paid to Southern Company’s stockholders in 2007. These factors are itemized below.
                                 
    Stock            
    Options Held   Performance Dividend   Performance Dividend   Performance Dividend
    as of   Per Option   Per Option   Per Option Paid at
    December   Paid at Threshold   Paid at Target   Maximum
    31, 2007   Performance   Performance   Performance
Name   (#)   ($)   ($)   ($)
S. N. Story
    161,167       0.07975       0.7975       1.595  
R. R. Labrato
    72,917       0.07975       0.7975       1.595  
P. B. Jacob
    27,488       0.07975       0.7975       1.595  
P. M. Manuel
    36,814       0.07975       0.7975       1.595  
T. J. McCullough
    27,027       0.07975       0.7975       1.595  
B. C. Terry
    27,897       0.07975       0.7975       1.595  

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More information about the performance dividend program is provided in the CD&A.
Columns (f), (g), and (h)
The stock options vest at the rate of one-third per year, on the anniversary date of the grant. Also, grants fully vest upon termination as a result of death, total disability, or retirement and expire five years after retirement, three years after death or total disability, or their normal expiration date if earlier. Please see Potential Payments Upon Termination or Change In Control for more information about the treatment of stock options under different termination and change in control events.
The Compensation Committee granted these stock options to the named executive officers at its regularly scheduled meeting on February 19, 2007. February 19, 2007 was a holiday (Presidents’ Day) and the New York Stock Exchange, Inc. (NYSE) was closed. Therefore, under the terms of the Omnibus Incentive Compensation Plan, the exercise price was set at the closing price ($36.42 per share) on the last trading day prior to the grant date which was February 16, 2007.
Column (i)
The value of stock options granted in 2007 was derived using the Black-Scholes stock option pricing model. The assumptions used in calculating these amounts are discussed in Note 1 to the financial statements of Gulf Power in Item 8 herein.

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OUTSTANDING EQUITY AWARDS AT 2007 FISCAL YEAR-END
This table provides information pertaining to all outstanding stock options held by the named executive officers as of December 31, 2007.
                                                                         
                                            Stock Awards
                                                                    Equity
                                                            Equity   Incentive
                                                            Incentive   Plan
                                                            Plan   Awards:
                                                            Awards:   Market or
    Option Awards   Number           Number   Payout
                    Equity                   of           of   Value of
                    Incentive Plan                   Shares   Market   Unearned   Unearned
    Number           Awards:                   or Units   Value of   Shares,   Shares,
    of   Number of   Number of                   of   Shares or   Units or   Units or
    Securities   Securities   Securities                   Stock   Units of   Other   Other
    Underlying   Underlying   Underlying                   That   Stock   Rights   Rights
    Unexercised   Unexercised   Unexercised   Option           Have   That Have   That Have   That Have
    Options   Options   Unearned   Exercise   Option   Not   Not   Not   Not
    (#)   (#)   Options   Price   Expiration   Vested   Vested   Vested   Vested
Name   Exercisable   Unexercisable   (#)   ($)   Date   (#)   ($)   (#)   ($)
S. N. Story
    37,837       0       0       29.50       02/13/2014       0       0       0       0  
 
    25,686       12,843               32.70       02/18/2015                                  
 
    13,777       27,552               33.81       02/20/2016                                  
 
    0       43,472               36.42       02/19/2017                                  
R. R. Labrato
    11,530       0       0       27.975       02/14/2013       0       0       0       0  
 
    15,646       0               29.50       02/13/2014                                  
 
    10,471       5,236               32.70       02/18/2015                                  
 
    4,868       9,734               33.81       02/20/2016                                  
 
    0       15,432               36.42       02/19/2017                                  
P. B. Jacob
    0       4,738       0       32.70       02/18/2015       0       0       0       0  
 
    0       8,825               33.81       02/20/2016                                  
 
    0       13,925               36.42       02/19/2017                                  
P. M. Manuel
    6,022       0       0       27.975       02/14/2013       0       0       0       0  
 
    5,910       0               29.50       02/13/2014                                  
 
    3,974       1,987               32.70       02/18/2015                                  
 
    3,067       6,132               33.81       02/20/2016                                  
 
    0       9,722               36.42       02/19/2017                                  
T. J. McCullough
    1,185       0       0       19.0762       02/16/2011       0       0       0       0  
 
    190       0               22.425       04/16/2011                                  
 
    2,221       0               25.26       02/15/2012                                  
 
    1,985       0               27.975       02/14/2013                                  
 
    5,421       0               29.50       02/13/2014                                  
 
    3,645       1,823               32.70       02/18/2015                                  
 
    1,703       3,405               33.81       02/20/2016                                  
 
    0       5,449               36.42       02/19/2017                                  
B. C. Terry
    6,417       3,208       0       32.70       02/18/2015       0       0       0       0  
 
    2,969       5,936               33.81       02/20/2016                                  
 
    0       9,367               36.42       02/19/2017                                  

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Stock options vest one-third per year on the anniversary of the grant date. Options granted from 2001 through 2004, were fully vested as of December 31, 2007. The options granted in 2005, 2006, and 2007 become fully vested as shown below.
     
Expiration Date   Date Fully Vested
February 18, 2015
  February 18, 2008
February 20, 2016   February 20, 2009
February 19, 2017   February 19, 2010
Options also fully vest upon death, total disability, or retirement and expire three years following death or total disability or five years following retirement, or on the original expiration date if earlier. Please see Potential Payments Upon Termination or Change In Control for more information about the treatment of stock options under different termination and change in control events.
OPTION EXERCISES AND STOCK VESTED IN 2007
None of the named executive officers were granted Stock Awards. Of the named executive officers, only Mr. McCullough did not exercise options in 2007.
                                 
    Option Awards   Stock Awards
    Number of Shares           Number of Shares    
    Acquired on   Value Realized on   Acquired on   Value Realized on
Name   Exercise (#)   Exercise ($)   Vesting (#)   Vesting ($)
(a)   (b)   (c)   (d)   (e)
S. N. Story
    14,978       126,702       0       0  
R. R. Labrato
    10,366       125,843       0       0  
P. B. Jacob
    25,507       145,357       0       0  
P. M. Manuel
    6,395       75,810       0       0  
B. C. Terry
    7,505       62,418       0       0  
PENSION BENEFITS AT 2007 FISCAL YEAR-END
                             
                        Payments
        Number of   Present Value of   During
        Years Credited   Accumulated   Last Fiscal
Name   Plan Name   Service (#)   Benefit ($)   Year ($)
(a)   (b)   (c)   (d)   (e)
S. N. Story
  Pension Plan     24.92       315,372       0  
 
  SBP-P     24.92       523,860       0  
 
  SERP     24.92       208,665       0  
R. R. Labrato
  Pension Plan     27.67       514,936       0  
 
  SBP-P     27.67       216,733       0  
 
  SERP     27.67       160,702       0  
P. B. Jacob
  Pension Plan     24.33       385,507       0  
 
  SBP-P     24.33       149,165       0  
 
  SERP     24.33       114,611       0  
P. M. Manuel
  Pension Plan     23.67       211,879       0  
 
  SBP-P     23.67       64,420       0  
 
  SERP     23.67       63,533       0  
T. J. McCullough
  Pension Plan     19.67       150,509       0  
 
  SBP-P     19.67       21,566       0  
 
  SERP     19.67       37,688       0  
B. C. Terry
  Pension Plan     5.42       30,980       0  
 
  SBP-P     5.42       9,068       0  
 
  SERP     5.42       10,223       0  

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The named executive officers earn employer-paid pension benefits from three integrated retirement plans. More information about pension benefits is provided in the CD&A.
The Pension Plan
The Pension Plan is a, tax-qualified, funded plan. It is Southern Company’s primary retirement plan. Generally, all full-time employees participate in this plan after one year of service. Normal retirement benefits become payable when participants both attain age 65 and complete five years of participation. The plan benefit equals the greater of amounts computed using a “1.7% offset formula” and a “1.25% formula,” as described below. Benefits are limited to a statutory maximum.
The 1.7% offset formula amount equals 1.7% of final average pay times years of participation less an offset related to Social Security benefits. The offset equals a service ratio times 50% of the anticipated Social Security benefits in excess of $4,200. The service ratio adjusts the offset for the portion of a full career that a participant has worked. The highest three rates of pay out of a participant’s last 10 calendar years of service are averaged to derive final average pay. The pay considered for this formula is the base rate of pay reduced for any voluntary deferrals. A statutory limit restricts the amount considered each year; the limit for 2007 was $225,000.
The 1.25% formula amount equals 1.25% of final average pay times years of participation. For this formula, the final average pay computation is the same as above, but annual cash incentives paid during each year are added to the base rates of pay.
Early retirement benefits become payable once plan participants have during employment both attained age 50 and completed 10 years of participation. Participants who retire early from active service receive benefits equal to the amounts computed using the same formulas employed at normal retirement. However, a 0.3% reduction applies for each month (3.6% for each year) prior to normal retirement that participants elect to have their benefit payments commence. For example, 64% of the formula benefits are payable starting at age 55. As of December 31, 2007, only Messrs. Labrato and Jacob were eligible to retire immediately.
The Pension Plan’s benefit formulas produce amounts payable monthly over a participant’s post-retirement lifetime. At retirement, plan participants can choose to receive their benefits in one of seven alternative forms of payment. All forms pay benefits monthly over the lifetime of the retiree or the joint lifetimes of the retiree and a spouse. A reduction applies if a retiring participant chooses a payment form other than a single life annuity. The reduction makes the value of the benefits paid in the form chosen comparable to what it would have been if benefits were paid as a single life annuity over the retiree’s life.
Participants vest in the Pension Plan after completing five years of service. All the named executive officers are vested in their Pension Plan benefits. Participants who terminate employment after vesting can elect to have their pension benefits commencing at age 50 if they participated in the Pension Plan for 10 years. If such an election is made, the early retirement reductions that apply are actuarially determined factors and are larger than 0.3% per month.
If a participant dies while actively employed, benefits will be paid to a surviving spouse. A survivor’s benefit equals 45% of the monthly benefit that the participant had earned before his or her death. Payments to a surviving spouse of a participant who could have retired will begin immediately. Payments to a survivor of a participant who was not retirement eligible will begin when the deceased participant would have attained age 50. After commencing, survivor benefits are payable monthly for the remainder of a survivor’s life. Participants who are eligible for early retirement may opt to have an 80% survivor benefit paid if they die; however, there is a charge associated with this election.
If participants become totally disabled, periods that Social Security or employer provided disability income benefits are paid will count as service for benefit calculation purposes. The crediting of this additional service ceases at the point a disabled participant elects to commence retirement payments. Outside of the extra service crediting, the normal plan provisions apply to disabled participants.

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The Southern Company Supplemental Benefit Plan (Pension-Related) (SBP-P)
The SBP-P is an unfunded retirement plan that is not tax-qualified. This plan provides to high-paid employees any benefits that the Pension Plan cannot pay due to statutory pay/benefit limits and voluntary pay deferrals. The SBP-P’s vesting, early retirement, and disability provisions mirror those of the Pension Plan.
The amounts paid by the SBP-P are based on the additional monthly benefit that the Pension Plan would pay if the statutory limits and pay deferrals were ignored. When an SBP-P participant separates from service, vested monthly benefits provided by the benefit formulas are converted into a single sum value. It equals the present value of what would have been paid monthly for an actuarially determined average post-retirement lifetime. The discount rate used in the calculation is based on the 30-year Treasury yields for the September preceding the calendar year of separation, but not more than 6%. Vested participants terminating prior to becoming eligible to retire will be paid their single sum value as of September 1 following the calendar of separation. If the terminating participant is retirement eligible, the single sum value will be paid in 10 annual installments starting shortly after separation. The unpaid balance of a retiree’s single sum will be credited with interest at the prime rate published in The Wall Street Journal. If the separating participant is a “key man” under Section 409A of the Code, the first installment will be delayed for six months after the date of separation.
If an SBP-P participant dies after becoming vested in the Pension Plan, the spouse of the deceased participant will receive the installments the participant would have been paid upon retirement. If a vested participant’s death occurs prior to age 50, the installments will be paid to a survivor as if the participant had survived to age 50.
The Southern Company Supplemental Executive Retirement Plan (SERP)
The SERP also is an unfunded retirement plan that is not tax qualified. This plan provides to high paid employees additional benefits that the Pension Plan and the SBP-P would pay if the 1.7% offset formula calculations reflected a portion of annual cash incentives. To derive the SERP benefits, a final average pay is determined reflecting participants’ base rates of pay and their incentives to the extent they exceed 15% of those base rates (ignoring statutory limits and pay deferrals). This final average pay is used in the 1.7% offset formula to derive a gross benefit. The Pension Plan and the SBP-P benefits are subtracted from the gross benefit to calculate the SERP benefit. The SERP’s early retirement, survivor benefit and disability provisions mirror the SBP-P’s provisions. However, except upon a change in control, SERP benefits do not vest until participants retire, so no benefits are paid if a participant terminates prior to becoming eligible to retire. More information about vesting and payment of SERP benefits following a change in control is included in the section entitled Potential Payments Upon Termination or Change In Control.
The following assumptions were used in the present value calculations:
  Discount rate – 6.3% as of September 30, 2007
 
  Retirement date – Normal retirement age (65 for all named executive officers)
 
  Mortality after normal retirement — RP2000 Combined Healthy mortality rate table
 
  Mortality, withdrawal, disability and retirement rates prior to normal retirement — None
 
  Form of payment for Pension Benefits
  o   Unmarried retirees: 100% elect a single life annuity
 
  o   Married retirees: 20% elect a single life annuity; 40% elect a joint and 50% survivor annuity; and 40% elect a joint and 100% survivor annuity
  Percent married at retirement — 80% of males and 70% of females
 
  Spouse ages — Wives two years younger than their husbands
 
  Incentives earned but unpaid as of the measurement date — 130% of target percentages times base rate of pay for year incentive is earned.
 
  Installment determination—5.30% discount rate for single sum calculation and 7.30% prime rate during installment payment period

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For all of the named executive officers, the number of years of credited service is one year less than the number of years of employment.
NONQUALIFIED DEFERRED COMPENSATION AS OF 2007 FISCAL YEAR-END
                                         
    Executive   Registrant   Aggregate   Aggregate   Aggregate
    Contributions   Contributions   Earnings   Withdrawals/   Balance
    in Last FY   in Last FY   in Last FY   Distributions   at Last FYE
Name   ($)   ($)   ($)   ($)   ($)
(a)   (b)   (c)   (d)   (e)   (f)
S. N. Story
    0       7,221       119,924       0       1,496,299  
R. R. Labrato
    46,335       313       3,702       0       56,578  
P. B. Jacob
    16,409       0       3,420       0       47,263  
P. M. Manuel
    0       0       38       0       421  
T. J. McCullough
    9,516       0       2,902       0       35,424  
B. C. Terry
    59,383       0       1,720       129,196       1,743  
Southern Company provides the Deferred Compensation Plan (DCP) which is designed to permit participants to defer income as well as certain federal, state, and local taxes until a specified date or their retirement, or other separation from service. Up to 50% of base salary and up to 100% of the annual incentive and performance dividends may be deferred, at the election of eligible employees. All of the named executive officers are eligible to participate in the DCP.
Participants have two options for the deemed investments of the amounts deferred – the Stock Equivalent Account and the Prime Equivalent Account. Under the terms of the DCP, participants are permitted to transfer between investments at any time.
The amounts deferred in the Stock Equivalent Account are treated as if invested at an equivalent rate of return to that of an actual investment in Common Stock, including the crediting of dividend equivalents as such are paid by Southern Company from time to time. It provides participants with an equivalent opportunity for the capital appreciation (or loss) and income held by a Southern Company stockholder. During 2007, the rate of return in the Stock Equivalent Account was 9.83%, which was Southern Company’s TSR for 2007.
Alternatively, participants may elect to have their deferred compensation deemed invested in the Prime Equivalent Account which is treated as if invested at a prime interest rate compounded monthly, as published in the Wall Street Journal as the base rate on corporate loans posted as of the last business day of each month by at least 75% of the United States’ largest banks. The range of interest rates earned on amounts deferred during 2007 in the Prime Equivalent Account was 7.25% to 8.25%.
Column (b)
This column reports the actual amounts of compensation deferred under the DCP by each named executive officer in 2007. The amount of salary deferred by the named executive officers, if any, is included in the Salary column in the Summary Compensation Table. The amount of incentive compensation deferred in 2007 was the amount paid for performance under the annual incentive program and the performance dividend program that were earned as of December 31, 2006 but not payable until the first quarter of 2007. This amount is not reflected in the Summary Compensation Table because that table reports incentive compensation that was earned in 2007, but not payable until early 2008. These deferred amounts may be distributed in a lump sum or in up to 10 annual installments at termination of employment or in a lump sum at a specified date, at the election of the participant.

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Column (c)
This column reflects contributions under the SBP. Under the Code, employer matching contributions are prohibited under the ESP on employee contributions above stated limits in the ESP, and, if applicable, above legal limits set forth in the Code. The SBP is a nonqualified deferred compensation plan under which contributions are made that are prohibited from being made in the ESP. The contributions are treated as if invested in Common Stock and are payable in cash upon termination of employment in a lump sum or in up to 20 annual installments, at the election of the participant. The amounts reported in this column were also reported in the All Other Compensation column in the Summary Compensation Table.
Column (d)
This column reports earnings on both compensation the named executive officers elected to defer and earnings on employer contributions under the SBP. See the notes to column (h) of the Summary Compensation Table for a discussion of amounts of nonqualified deferred compensation earnings included in the Summary Compensation Table.
Column (f)
This column includes amounts that were deferred under the DCP and contributions under the SBP in prior years and reported in prior years’ Information Statements or Annual Reports on Form 10-K. The chart below shows the amounts reported in prior years’ Information Statements or Annual Reports on Form 10-K.
                         
    Amounts Deferred   Employer Contributions    
    the DCP Prior to 2007   under the SBP Prior to    
    and Reported in Prior   2007 and Reported in Prior    
    Years’ Information   Years’ Information Statements    
    Statements or Annual   or Annual Reports on Form    
    Reports on Form 10-K   10-K   Total
Name   ($)   ($)   ($)
S. N. Story
    18,373       251,380       269,753  
R. R. Labrato
    1,616       0       1,616  
P. B. Jacob
    11,518       22,674       34,192  
P. M. Manuel
    202       0       202  
T. J. McCullough
    0       0       0  
B. C. Terry
    0       0       0  
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
This section describes and estimates payments that could be made to the named executive officers under different termination and change in control events. The estimated payments would be made under the terms of Southern Company’s compensation and benefits programs or the change in control severance program. All of the named executive officers are participants in Southern Company’s change in control severance plan for officers. (As described in the CD&A, all employees not part of a collective bargaining unit are participants in a change in control severance plan.) The amount of potential payments is calculated as if the triggering events occurred as of December 31, 2007 and assumes that the price of Common Stock is the closing market price as of December 31, 2007.
Description of Termination and Change in Control Events
The following charts list different types of termination and change in control events that can affect the treatment of payments under the compensation and benefit programs. These events also affect payments to the named executive officers under their change in control severance agreements. No payments are made under the severance

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agreements unless, within two years of the change in control, the named executive officer is involuntarily terminated or he or she voluntarily terminates for Good Reason. (See the description of Good Reason below.)
Traditional Termination Events
  Retirement or Retirement Eligible – Termination of a named executive officer who is at least 50 years old and has at least 10 years of credited service.
  Resignation – Voluntary termination of a named executive officer who is not retirement eligible.
  Lay Off – Involuntary termination of a named executive officer not for cause, who is not retirement eligible.
  Involuntary Termination – Involuntary termination of a named executive officer for cause. Cause includes individual performance below minimum performance standards and misconduct, such as violation of Gulf Power’s Drug and Alcohol Policy.
  Death or Disability – Termination of a named executive officer due to death or disability.
Change in Control-Related Events
At the Southern Company or Gulf Power level:
  Southern Company Change in Control I – Acquisition by another entity of 20% or more of Common Stock, or following a merger with another entity Southern Company’s stockholders own 65% or less of the entity surviving the merger.
  Southern Company Change in Control II – Acquisition by another entity of 35% or more of Common Stock, or following a merger with another entity Gulf Power’s stockholders own less than 50% of Gulf Power surviving the merger.
  Southern Company Termination – A merger or other event and Southern Company is not the surviving company or the Common Stock is no longer publicly traded.
  Gulf Power Change in Control – Acquisition by another entity, other than another subsidiary of Southern Company, of 50% or more of the stock of Gulf Power, a merger with another entity and Gulf Power is not the surviving company, or the sale of substantially all the assets of Gulf Power.
At the employee level:
  Involuntary Change in Control Termination or Voluntary Change in Control Termination for Good Reason – Employment is terminated within two years of a change in control, other than for cause, or the employee voluntarily terminates for Good Reason. Good Reason for voluntary termination within two years of a change in control is generally satisfied when there is a material reduction in salary, incentive compensation opportunity or benefits, relocation of over 50 miles, or a diminution in duties and responsibilities.

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The following chart describes the treatment of different pay and benefit elements in connection with the Traditional Termination Events described above.
                     
        Lay Off            
    Retirement/   (Involuntary           Involuntary
    Retirement   Termination Not           Termination
Program   Eligible   For Cause)   Resignation   Death or Disability   (For Cause)
Pension Benefits Plans
  Benefits payable as described in the notes following the Pension Benefits Table.   Benefits payable as described in the notes following the Pension Benefits Table.   Same as Lay Off.   Benefits payable as described in the notes following the Pension Benefits Table.   Same as for retirement and resignation, as the case may be.
 
 
                   
Annual Incentive Program
  Pro-rated if terminate before 12/31.   Pro-rated if terminate before 12/31.   Forfeit.   Pro-rated if terminate before 12/31.   Forfeit.
 
 
                   
Performance Dividend
Program
  Paid year of retirement plus two additional years.   Forfeit.   Forfeit.   Payable until options expire or exercised.   Forfeit.
 
 
                   
Stock Options
  Vest; expire earlier of original expiration date or five years.   Vested options expire in 90 days; unvested are forfeited.   Vested options expire in 90 days; unvested are forfeited.   Vest; expire earlier of original expiration or three years.   Forfeit.
 
 
                   
Financial Planning Perquisite
  Continues for one year.   Terminates.   Terminates.   Continues for one year.   Terminates.
 
 
                   
Deferred Compensation Plan
  Payable per prior elections (lump sum or up to 10 annual installments).   Same as Retirement.   Same as Retirement.   Payable to beneficiary or disabled participant per prior elections; amounts deferred prior to 2005 can be paid as a lump sum per plan administration committee’s discretion.   Same as Retirement.
 
 
                   
Supplemental Benefit Plan –
non-pension related
  Payable per prior elections (lump sum or up to 20 annual installments).   Same as Retirement.   Same as Retirement.   Same as the Deferred Compensation Plan.   Same as Retirement.
 

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The chart below describes the treatment of payments under pay and benefit programs under different change in control events, except the Pension Plan (Change in Control Chart). The Pension Plan is not affected by change in control events.
                 
                Involuntary Change
                in Control-Related
                Termination or
            Southern Company   Voluntary Change in
            Termination or Gulf   Control-Related
    Southern Company   Southern Company   Power Change in   Termination for
Program   Change in Control I   Change in Control II   Control   Good Reason
Nonqualified
Pension Benefits
  All SERP-related benefits vest if participant vested in tax-qualified pension benefits; otherwise, no impact.   Benefits vest for all participants and single sum value of benefits earned to the change in control date paid following termination or retirement.   Same as Southern Company Change in Control II.   Based on type of change in control event.
 
 
               
Annual Incentive
  No plan termination is paid at greater of target or actual performance. If plan terminated within two years of change in control, pro-rated at target performance level.   Same as Southern Company Change in Control I.   Pro-rated at target performance level.   If not otherwise eligible for payment, if annual incentive still in effect, pro-rated at target performance level.
 
 
               
Performance Dividend
  No plan termination is paid at greater of target or actual performance. If plan terminated within two years of change in control, pro-rated at greater of target or actual performance level.   Same as Southern Company Change in Control I.   Pro-rated at greater of actual or target performance level.   If not otherwise eligible for payment, if the performance dividend program is still in effect, greater of actual or target performance level for year of severance only.
 
 
               
Stock Options
  Not affected by change in control events.   Not affected by change in control events.   Vest and convert to surviving company’s securities; if cannot convert, pay spread in cash.   Vest.
 
 
               
DCP
  Not affected by change in control events.   Not affected by change in control events.   Not affected by change in control events.   Not affected by change in control events.
 
 
               
SBP
  Not affected by change in control events.   Not affected by change in control events.   Not affected by change in control events.   Not affected by change in control events.
 

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                Involuntary Change
                in Control-Related
                Termination or
            Southern Company   Voluntary Change in
            Termination or Gulf   Control-Related
    Southern Company   Southern Company   Power Change in   Termination for
Program   Change in Control I   Change in Control II   Control   Good Reason
Severance Benefits
  Not applicable.   Not applicable.   Not applicable.   Two or three times base salary plus target annual incentive plus tax gross up for certain named executive officers if severance amounts exceed Section 280G of the Code “excess parachute payment” by 10% or more.
 
Health Benefits
  Not applicable.   Not applicable.   Not applicable.   Up to five years participation in group health plan plus payment of two or three years’ premium amounts.
 
Outplacement
Services
  Not applicable.   Not applicable.   Not applicable.   Six months.
 
Potential Payments
This section describes and estimates payments that would become payable to the named executive officers upon a termination or change in control as of December 31, 2007.
Pension Benefits
The amounts that would have become payable to the named executive officers if the Traditional Termination Events occurred as of December 31, 2007 under the Pension Plan, the SBP-P, and the SERP are itemized in the chart below. The amounts shown under the column “Retirement” are amounts that would have become payable to the named executive officers that were retirement eligible on December 31, 2007 and are the monthly Pension Plan benefits and the first of 10 annual installments from the SBP-P and the SERP. The amounts shown under the column “Resignation or Involuntary Termination” are the amounts that would have become payable to the named executive officers who were not retirement eligible on December 31, 2007 and are the monthly Pension Plan benefits that would become payable as of the earliest possible date under the Pension Plan and the single sum value of benefits earned up to the termination date under the SBP-P, paid as a single payment rather than in 10 annual installments. Benefits under the SERP would be forfeited. The amounts shown that are payable to a spouse in the event of the death of the named executive officer are the monthly amounts payable to a spouse under the Pension Plan and the first of 10 annual installments from the SBP-P and the SERP. The amounts in this chart are very different from the pension values shown in the Summary Compensation Table and the Pension Benefits Table. Those tables show the present values of all the benefits amounts anticipated to be paid over the lifetimes of the named executive officers and their spouses. Those plans are described in the notes following the Pension Benefits Table. Of the named executive officers, only Messrs. Labrato and Jacob were retirement eligible on December 31, 2007.

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                Resignation or    
                Involuntary   Death
    Retirement   Termination   (payments to a spouse)
Name   ($)   ($)   ($)
S. N. Story
  Pension     n/a       2,011       3,303  
 
  SBP-P             696,683       91,287  
 
  SERP             0       41,232  
R. R. Labrato
  Pension     5,112       All plans treated as       3,611  
 
  SBP-P     32,025       retiring       32,025  
 
  SERP     26,684               26,684  
P. B. Jacob
  Pension     3,840       All plans treated as       2,949  
 
  SBP-P     22,604       retiring       22,604  
 
  SERP     20,146               20,146  
P. M. Manuel
  Pension     n/a       1,615       2,653  
 
  SBP-P             89,426       13,453  
 
  SERP             0       16,473  
T. J. McCullough
  Pension     n/a       1,229       2,018  
 
  SBP-P             30,034       4,663  
 
  SERP             0       8,253  
B C. Terry
  Pension     n/a       376       618  
 
  SBP-P             14,144       3,016  
 
  SERP             0       3,821  
As described in the Change in Control Chart, the only change in the form of payment, acceleration or enhancement of the pension benefits is that the single sum value of benefits earned up to the change in control date under the SBP-P and the SERP could be paid as a single payment rather than in 10 annual installments. Also, the SERP benefits vest for participants who are not retirement eligible upon a change in control. Estimates of the single sum payment that would have been made to the named executive officers, assuming termination as of December 31, 2007 following a change in control event, other than a Southern Company Change in Control I (which does not impact how pension benefits are paid), are itemized below. These amounts would be paid instead of the benefits shown in the Traditional Termination Events table above; they are not paid in addition to those amounts.
                         
    SBP-P   SERP   Total
Name   ($)   ($)   ($)
S. N. Story
    677,700       306,099       983,799  
R. R. Labrato
    320,249       266,843       587,092  
P. B. Jacob
    226,044       201,457       427,501  
P. M. Manuel
    86,989       106,512       193,501  
T. J. McCullough
    29,216       51,706       80,922  
B. C. Terry
    13,759       17,428       31,187  
The pension benefit amounts in the tables above were calculated as of December 31, 2007 assuming payments would begin as soon as possible under the terms of the plans. Accordingly, appropriate early retirement reductions were applied. Any unpaid incentives were assumed to be paid at 1.35 times the target level. Pension Plan benefits were calculated assuming named executive officers chose a single life annuity form of payment, because that results in the greatest monthly benefit. The single sum values of the SBP-P and the SERP benefits were based on a 4.85% discount rate as prescribed by the terms of the plan for those who separated from service in 2007.

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Annual Incentive
Because this section assumes that a termination or change in control event occurred on December 31, 2007, there is no amount that would be payable other than what was reported and described in the Summary Compensation Table because actual performance in 2007 exceeded target performance.
Performance Dividends
Because the assumed termination date is December 31, 2007, there is no additional amount that would be payable other than what was reported in the Summary Compensation Table under the Traditional Termination Events. As described in the Traditional Termination Events chart, there is some continuation of benefits under the performance dividend program for retirees.
However, under the Change in Control-Related Events, performance dividends are payable at the greater of target performance or actual performance. For the 2004-2007 performance period, actual performance was less than target performance. The table below estimates the additional amount that would have been payable under the performance dividend program if a change in control occurred as of December 31, 2007.
         
Name   Additional Performance Dividends ( $)
S. N. Story
    35,054  
R. R. Labrato
    15,859  
P. B. Jacob
    5,979  
P. M. Manuel
    8,007  
T. J. McCullough
    5,878  
B. C. Terry
    6,068  
Stock Options
Stock Options would be treated as described in the Termination and Change in Control charts above. Under a Southern Company Termination, all stock options vest. In addition, if there is an Involuntary Change in Control Termination or Voluntary Change in Control Termination for Good Reason, stock options vest. There is no payment associated with stock options unless there is a Southern Company Termination and the participants’ stock options cannot be converted into surviving company stock options. In that event, the excess of the exercise price and the closing price of the Common Stock on December 31, 2007 would be paid in cash for all stock options held by the named executive officers. The chart below shows the number of stock options for which vesting would be accelerated under a Southern Company Termination and the amount that would be payable under a Southern Company Termination if there were no conversion to the surviving company’s stock options.
                         
                    Total Payable in
            Total Number of   Cash under a
            Options Following   Southern Company
    Number of Options   Accelerated Vesting   Termination without
    with Accelerated   under a Southern   Conversion of Stock
    Vesting   Company Termination   Options
Name   (#)   (#)   ($)
S. N. Story
    83,867       161,167       888,548  
R. R. Labrato
    30,402       72,917       472,079  
P. B. Jacob
    27,488       27,488       104,706  
P. M. Manuel
    17,841       36,814       223,714  
T. J. McCullough
    10,677       27,027       198,920  
B. C. Terry
    18,511       27,897       124,047  

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DCP and SBP
The aggregate balances reported in the Nonqualified Deferred Compensation Table would be payable to the named executive officers as described in the Traditional Termination and Change in Control-Related Events charts above. There is no enhancement or acceleration of payments under these plans associated with termination or change in control events, other than the lump-sum payment opportunity described in the above charts. The lump sums that would be payable are those that are reported in the Nonqualified Deferred Compensation Table.
Health Benefits
Messrs. Labrato and Jacob are retirement eligible and health care benefits are provided to retirees, and there is no incremental payment associated with the termination or change in control events. At the end of 2007, Mss. Story, Manuel and Terry and Mr. McCullough were not retirement eligible and thus health care benefits would not become available until each reaches age 50, except in the case of a change in control-related termination, as described in the Change in Control-Related Events chart. The estimated cost of providing three years of group health insurance premiums for Ms. Story is $14,228 and two years of group health insurance premiums for Ms. Manuel is $26,682; Ms. Terry is $9,071 and Mr. McCullough is $27,257.
Financial Planning Perquisite
Since Messrs. Labrato and Jacob are retirement eligible, an additional year of the Financial Planning perquisite, which is set at a maximum of $8,700 per year, is provided after retirement or will be provided after retirement. Mss. Story, Manuel, and Terry and Mr. McCullough are not retirement eligible.
There are no other perquisites provided to the named executive officers under any of the traditional termination or change in control-related events.
Severance Benefits
The named executive officers are participants in a change in control severance plan. In addition to the treatment of Health Benefits, the annual incentive program, and the performance dividend program described above, the named executive officers are entitled to a severance benefit, including outplacement services, if within two years of a change in control, they an involuntarily terminated, not for Cause, or they voluntarily terminate for Good Reason. The severance benefits are not paid unless the named executive officer releases Gulf Power from any claims he may have against Gulf Power.
The estimated cost of providing the six months of outplacement services is $6,000 per named executive officer. The severance payment is three times the base salary and target payout under the annual incentive program for Ms. Story and two times the base salary and target payout under the annual incentive program for the other named executive officers. If any portion of the severance payment is an “excess parachute payment” as defined under Section 280G of the Code, Gulf Power will pay the named executive officer an additional amount to cover the taxes that would be due on the excess parachute payment – a “tax gross-up.” However, that additional amount will not be paid unless the severance amount plus all other amounts that are considered parachute payments under the Code exceed 110% of the severance payment.

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The table below estimates the severance payments that would be made to the named executive officers if they were terminated as of December 31, 2007 in connection with a change in control. There is no estimated tax gross-up included for any of the named executive officers because their respective estimated severance amounts payable are below the amounts considered excess parachute payments under the Code.
         
Name   Severance Amount ($ )
S. N. Story
    1,776,826  
R. R. Labrato
    677,481  
P. B. Jacob
    629,657  
P. M. Manuel
    603,609  
T. J. McCullough
    475,983  
B. C. Terry
    581,586  
DIRECTOR COMPENSATION
Only non-employee directors of Gulf Power are compensated for service on the board of directors. The pay components for non-employee directors are:
      Annual retainers:
    $12,000 annual retainer
      Equity grants:
    340 shares of Common Stock in quarterly grants of 85 shares (1)
      Meeting fees:
    $1,200 for participation in a meeting of the board
 
    $1,000 for participation in a meeting of a committee of the board
 
(1) Equity grants may be deferred at the director’s election.
DIRECTOR DEFERRED COMPENSATION PLAN
If deferred, all quarterly equity grants are required to be deferred in the Deferred Compensation Plan For Directors of Gulf Power Company (Director Deferred Compensation Plan) and are invested in Common Stock units which earn dividends as if invested in Common Stock. Earnings are reinvested in additional stock units. Upon leaving the board, distributions are made in shares of Common Stock.
In addition, directors may elect to defer up to 100% of their remaining compensation in the Director Deferred Compensation Plan until membership on the board ends. Deferred compensation may be invested as follows, at the director’s election:
  in Common Stock units which earn dividends as if invested in Common Stock and are distributed in shares of Common Stock upon leaving the board
 
  in Common Stock units which earn dividends as if invested in Common Stock and are distributed in cash upon leaving the board
 
  at prime interest which is paid in cash upon leaving the board

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All investments and earnings in the Director Deferred Compensation Plan are fully vested and, at the election of the director, may be distributed in a lump sum payment or in up to 10 annual distributions after leaving the board.
DIRECTOR COMPENSATION TABLE
The following table reports all compensation to Gulf Power’s non-employee directors during 2007, including amounts deferred in the Director Deferred Compensation Plan. Non-employee directors do not receive Non-Equity Incentive Plan Compensation, and there is no pension plan for non-employee directors.
                                 
                    Change in    
                    Pension    
                    Value and    
                    Nonqualified    
                    Deferred    
    Fees Earned or Paid   Stock   Compensation    
    in Cash   Awards   Earnings   Total
Name   ($)(1)   ($)(2)   ($)(3)   ($)
C. LeDon Anchors
    18,000       18,363       0       36,363  
William C. Cramer, Jr.
    0       36,363       0       36,363  
Fred C. Donovan, Sr.
    0       36,363       69       36,432  
William A. Pullum
    0       36,363       0       36,363  
Winston E. Scott
    36,274       0       0       36,274  
 
(1)   Includes amounts voluntarily deferred in the Director Deferred Compensation Plan.
 
(2)   Includes fair market value of equity grants on grant dates. All such stock awards are vested immediately upon grant.
 
(3)   Above-market earnings on amounts invested in the Director Deferred Compensation Plan. Above-market earnings are defined by the SEC as any amount above 120% of the applicable federal long-term rate as prescribed under Section 1274(d) of the Code.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee is made up of non-employee directors of Southern Company who have never served as executive officers of Southern Company or Gulf Power. During 2007, none of Southern Company’s or Gulf Power’s executive officers served on the board of directors of any entities whose directors or officers serve on the Compensation Committee.

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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED                   STOCKHOLDER MATTERS
Security Ownership of Certain Beneficial Owners . Southern Company is the beneficial owner of 100% of the outstanding common stock of Gulf Power.
                     
        Amount and    
    Name and Address   Nature of   Percent
    of Beneficial   Beneficial   of
Title of Class   Owner   Ownership   Class
Common Stock  
The Southern Company
               
   
30 Ivan Allen Jr. Boulevard, N.W.
               
   
Atlanta, Georgia 30308
            100 %
   
Registrant:
               
   
Gulf Power
    1,792,717          
Security Ownership of Management. The following tables show the number of shares of Southern Company common stock owned by the directors, nominees, and executive officers as of December 31, 2007. It is based on information furnished by the directors, nominees, and executive officers. The shares owned by all directors, nominees, and executive officers as a group constitute less than one percent of the total number of shares outstanding on December 31, 2007.
                         
            Shares Beneficially Owned Include:  
                    Shares  
                    Individuals  
                    Have Rights  
Name of Directors,   Shares             to Acquire  
Nominees, and   Beneficially     Deferred Stock     Within 60  
Executive Officers   Owned (1)     Units (2)     Days (3)  
Susan N. Story
    124,061               118,410  
C. LeDon Anchors
    5,413       4,194          
William C. Cramer, Jr.
    6,240       6,240          
Fred C. Donovan, Sr.
    3,734       3,734          
William A. Pullum
    7,452       7,452          
Winston E. Scott
    1,480                  
P. Bernard Jacob
    17,939               13,792  
Ronnie R. Labrato
    61,792               57,762  
Theodore J. McCullough
    22,461               21,692  
Bentina C. Terry
    19,073               18,685  
Directors, Nominees and Executive Officers as a group (10 people)
    269,645       21,620       230,341  
 
(1)   “Beneficial ownership” means the sole or shared power to vote, or to direct the voting of, a security and/or investment power with respect to a security or any combination thereof.
 
(2)   Indicates the number of deferred stock units held under the Director Deferred Compensation Plan.
 
(3)   Indicates shares of Common Stock that certain executive officers have the right to acquire within 60 days. Shares indicated are included in the Shares Beneficially Owned column.
Changes in Control. Southern Company and Gulf Power know of no arrangements which may at a subsequent date result in any change in control.

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Equity Compensation Plan Information
The following table provides information as of December 31, 2007 concerning shares of Southern Company’s common stock authorized for issuance under Southern Company’s existing non-qualified equity compensation plans.
                         
                    Number of securities
                    remaining available
                    for future issuance
                    under equity
    Number of securities   Weighted-average   compensation plans
    to be issued upon   exercise price of   (excluding
    exercise of   outstanding   securities
    outstanding options,   options, warrants,   reflected in
    warrants, and rights   and rights   column (a))
Plan category   (a)   (b)   (c)
Equity compensation plans approved by security holders
    34,074,622     30.77       41,946,605  
Equity compensation plans not approved by security holders
    N/A       N/A       N/A  
 
(1)   Includes shares available for future issuances under the Omnibus Incentive Compensation Plan, the 2006 Omnibus Incentive Compensation Plan, and the Outside Directors Stock Plan.
 
(2)   Includes shares available for future issuance under the 2006 Omnibus Incentive Compensation Plan (40,230,627) and the Outside Directors Stock Plan (1,715,978).
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
Transactions with Related Persons.
None.
Review, Approval or Ratification of Transactions with Related Persons.
Gulf Power does not have a written policy pertaining solely to the approval or ratification of “related party transactions.” Southern Company has a Code of Ethics as well as a Contract Guidance Manual and other formal written procurement policies and procedures that guide the purchase of goods and services, including requiring competitive bids for most transactions above $10,000 or approval based on documented business needs for sole sourcing arrangements.

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Promoters and Certain Control Persons.
None.
Director Independence.
The board of directors of Gulf Power consists of five independent non-employee directors (Messrs. C. LeDon Anchors, William C. Cramer, Jr., Fred C. Donovan, Sr., William A. Pullum, and Winston E. Scott) and Ms. Story, the president and chief executive officer of Gulf Power.
Southern Company owns all of Gulf Power’s outstanding common stock, which represents a substantial majority of the overall voting power of Gulf Power’s equity securities, and Gulf Power has listed only debt securities on the NYSE. Accordingly, under the rules of the NYSE, Gulf Power is exempt from most of the NYSE’s listing standards relating to corporate governance, including requirements relating to certain board committees. Gulf Power has voluntarily complied with certain of the NYSE’s listing standards relating to corporate governance where such compliance was deemed to be in the best interests of Gulf Power’s shareholders.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The following represents the fees billed to Gulf Power and Southern Power for the last two fiscal years by Deloitte & Touche LLP, each company’s principal public accountant for 2007 and 2006:
                 
    2007     2006  
    (in thousands)  
Gulf Power
               
Audit Fees (1)
  $ 1,113     $ 1,076  
Audit-Related Fees (2)
    27       0  
Tax Fees
    0       0  
All Other Fees
    0       0  
 
           
Total
  $ 1,140     $ 1,076  
 
           
Southern Power
               
Audit Fees (1)
  $ 1,016     $ 1,106  
Audit-Related Fees (2)
    64       0  
Tax Fees
    0       0  
All Other Fees
    0       0  
 
           
Total
  $ 1,080     $ 1,106  
 
           
 
(1)   Includes services performed in connection with financing transactions.
 
(2)   Includes other non-statutory audit services and accounting consultations.
The Southern Company Audit Committee (on behalf of Southern Company and its subsidiaries) adopted a Policy of Engagement of the Independent Auditor for Audit and Non-Audit Services that includes requirements for such Audit Committee to pre-approve audit and non-audit services provided by Deloitte & Touche LLP. All of the audit services provided by Deloitte & Touche LLP in fiscal years 2007 and 2006 (described in the footnotes to the table above) and related fees were approved in advance by the Southern Company Audit Committee.

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PART IV
Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
  (a)   The following documents are filed as a part of this report on Form 10-K:
  (1)   Financial Statements:
 
      Management’s Report on Internal Control Over Financial Reporting for Southern Company and Subsidiary Companies is listed under Item 8 herein.
 
      Management’s Report on Internal Control Over Financial Reporting for Alabama Power is listed under Item 8 herein.
 
      Management’s Report on Internal Control Over Financial Reporting for Georgia Power is listed under Item 8 herein.
 
      Management’s Report on Internal Control Over Financial Reporting for Gulf Power is listed under Item 8 herein.
 
      Management’s Report on Internal Control Over Financial Reporting for Mississippi Power is listed under Item 8 herein.
 
      Management’s Report on Internal Control Over Financial Reporting for Southern Power and Subsidiary Companies is listed under Item 8 herein.
 
      Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting for Southern Company and Subsidiary Companies is listed under Item 8 herein.
 
      Reports of Independent Registered Public Accounting Firm on the financial statements for Southern Company and Subsidiary Companies, Alabama Power, Georgia Power, Gulf Power, Mississippi Power, and Southern Power and Subsidiary Companies are listed under Item 8 herein.
 
      The financial statements filed as a part of this report for Southern Company and Subsidiary Companies, Alabama Power, Georgia Power, Gulf Power, Mississippi Power, and Southern Power and Subsidiary Companies are listed under Item 8 herein.
 
  (2)   Financial Statement Schedules:
 
      Reports of Independent Registered Public Accounting Firm as to Schedules for Southern Company and Subsidiary Companies, Alabama Power, Georgia Power, Gulf Power, Mississippi Power, and Southern Power and Subsidiary Companies are included herein on pages IV-8, IV-9, IV-10, IV-11, IV-12, and IV-13.
 
      Financial Statement Schedules for Southern Company and Subsidiary Companies, Alabama Power, Georgia Power, Gulf Power, Mississippi Power, and Southern Power and Subsidiary Companies are listed in the Index to the Financial Statement Schedules at page S-1.
 
  (3)   Exhibits:
 
      Exhibits for Southern Company, Alabama Power, Georgia Power, Gulf Power, Mississippi Power, and Southern Power are listed in the Exhibit Index at page E-1.

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THE SOUTHERN COMPANY
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. The signature of the undersigned company shall be deemed to relate only to matters having reference to such company and any subsidiaries thereof.
           
THE SOUTHERN COMPANY    
 
     
By:
David M. Ratcliffe
 
Chairman, President, and
Chief Executive Officer
   
By:
/s/ Wayne Boston    
 
(Wayne Boston, Attorney-in-fact)
   
 
     
Date: February 25, 2008    
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. The signature of each of the undersigned shall be deemed to relate only to matters having reference to the above-named company and any subsidiaries thereof.
David M. Ratcliffe
Chairman, President,
Chief Executive Officer, and Director
(Principal Executive Officer)
W. Paul Bowers
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
W. Ron Hinson
Comptroller and Chief Accounting Officer
(Principal Accounting Officer)
             
 
      Directors :    
 
  Juanita P. Baranco       H. William Habermeyer, Jr
 
  Dorrit J. Bern       Warren A. Hood, Jr.
 
  Francis S. Blake       J. Neal Purcell
 
  Jon A. Boscia       William G. Smith, Jr.
 
  Thomas F. Chapman       Gerald J. St. Pé
      By:    /s/ Wayne Boston
                (Wayne Boston, Attorney-in-fact)
      Date: February 25, 2008

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ALABAMA POWER COMPANY
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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
      By:  /s/ Wayne Boston
             (Wayne Boston, Attorney-in-fact)
      Date: February 25, 2008
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. The signature of each of the undersigned shall be deemed to relate only to matters having reference to the above-named company and any subsidiaries thereof.
Charles D. McCrary
President, Chief Executive Officer, and Director
(Principal Executive Officer)
Art P. Beattie
Executive Vice President, Chief Financial Officer, and Treasurer
(Principal Financial Officer)
Philip C. Raymond
Vice President and Comptroller
(Principal Accounting Officer)
               
  Directors:
       
 
  Whit Armstrong
  Robert D. Powers        
 
  David J. Cooper, Sr.
  C. Dowd Ritter        
 
  John D. Johns
  James H. Sanford        
 
  Patricia M. King
  John Cox Webb, IV        
 
  James K. Lowder
  James W. Wright        
 
  Malcolm Portera
           
         
By:  
  /s/ Wayne Boston    
 
     
 
(Wayne Boston, Attorney-in-fact)    
     Date: February 25, 2008

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GEORGIA POWER COMPANY
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. The signature of the undersigned company shall be deemed to relate only to matters having reference to such company and any subsidiaries thereof.
         
GEORGIA POWER COMPANY    
 
       
By:  
  Michael D. Garrett    
 
  President and Chief Executive Officer    
 
       
By:  
  /s/ Wayne Boston    
 
       
 
  (Wayne Boston, Attorney-in-fact)    
        Date: February 25, 2008
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. The signature of each of the undersigned shall be deemed to relate only to matters having reference to the above-named company and any subsidiaries thereof.
Michael D. Garrett
President, Chief Executive Officer, and Director
(Principal Executive Officer)
Cliff S. Thrasher
Executive Vice President, Chief Financial Officer,
and Treasurer
(Principal Financial Officer)
Ann P. Daiss
Vice President, Comptroller, and Chief Accounting Officer
(Principal Accounting Officer)
         
 
  Directors:    
Robert L. Brown, Jr.
             D. Gary Thompson    
Ronald D. Brown
             Richard W. Ussery    
Anna R. Cablik
             William Jerry Vereen    
David M. Ratcliffe
             E. Jenner Wood, III    
Jimmy C. Tallent
       
By:  /s/ Wayne Boston
(Wayne Boston, Attorney-in-fact)
        Date: February 25, 2008

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GULF POWER COMPANY
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. The signature of the undersigned company shall be deemed to relate only to matters having reference to such company and any subsidiaries thereof.
         
GULF POWER COMPANY    
 
       
By:
  Susan N. Story    
 
  President and Chief Executive Officer    
 
       
By:  
  /s/ Wayne Boston    
 
       
 
  (Wayne Boston, Attorney-in-fact)    
        Date: February 25, 2008
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. The signature of each of the undersigned shall be deemed to relate only to matters having reference to the above-named company and any subsidiaries thereof.
Susan N. Story
President, Chief Executive Officer, and Director
(Principal Executive Officer)
Ronnie R. Labrato
Vice President and Chief Financial Officer
(Principal Financial Officer)
Constance J. Erickson
Comptroller
(Principal Accounting Officer)
         
 
  Directors:    
C. LeDon Anchors
             William A. Pullum    
William C. Cramer, Jr.
             Winston E. Scott    
Fred C. Donovan, Sr.
       
By:  /s/ Wayne Boston
(Wayne Boston, Attorney-in-fact)
        Date: February 25, 2008

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MISSISSIPPI POWER COMPANY
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. The signature of the undersigned company shall be deemed to relate only to matters having reference to such company and any subsidiaries thereof.
         
MISSISSIPPI POWER COMPANY    
By:  
  Anthony J. Topazi    
 
  President and Chief Executive Officer    
 
       
By:  
  /s/ Wayne Boston    
 
       
 
  (Wayne Boston, Attorney-in-fact)    
        Date: February 25, 2008
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. The signature of each of the undersigned shall be deemed to relate only to matters having reference to the above-named company and any subsidiaries thereof.
Anthony J. Topazi
President, Chief Executive Officer, and Director
(Principal Executive Officer)
Frances V. Turnage
Vice President, Treasurer, and
Chief Financial Officer
(Principal Financial Officer)
Moses H. Feagin
Comptroller
(Principal Accounting Officer)
         
 
  Directors:    
Roy Anderson, III
             Christine L. Pickering    
Tommy E. Dulaney
             George A. Schloegel    
Robert C. Khayat
             Philip J. Terrell    
Aubrey B. Patterson, Jr.
       
By: /s/ Wayne Boston
(Wayne Boston, Attorney-in-fact)
        Date: February 25, 2008

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SOUTHERN POWER COMPANY
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. The signature of the undersigned company shall be deemed to relate only to matters having reference to such company and any subsidiaries thereof.
     
SOUTHERN POWER COMPANY
 
   
By:
  Ronnie L. Bates
 
  President and Chief Executive Officer
 
   
By:
  /s/ Wayne Boston
 
   
 
  (Wayne Boston, Attorney-in-fact)
        Date: February 25, 2008
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. The signature of each of the undersigned shall be deemed to relate only to matters having reference to the above-named company and any subsidiaries thereof.
Ronnie L. Bates
President, Chief Executive Officer, and Director
(Principal Executive Officer)
Michael W. Southern
Senior Vice President and Chief Financial Officer
(Principal Financial Officer)
Laura I. Patterson
Comptroller
(Principal Accounting Officer)
         
 
  Directors:    
William Paul Bowers
             G. Edison Holland, Jr.    
Thomas A. Fanning
             David M. Ratcliffe    
By:  /s/ Wayne Boston
(Wayne Boston, Attorney-in-fact)
        Date: February 25, 2008

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(DELOITTE LOGO)
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
Southern Company
We have audited the consolidated financial statements of Southern Company and Subsidiaries (the “Company”) as of December 31, 2007 and 2006, and for each of the three years in the period ended December 31, 2007, and the Company’s internal control over financial reporting as of December 31, 2007 and have issued our reports thereon dated February 25, 2008 (which report on the consolidated financial statements expresses an unqualified opinion and includes an explanatory paragraph concerning a change in method of accounting for uncertainty in income taxes and a change in method of accounting for the impact of changes in the timing of income tax cash flows generated by leveraged leases in 2007 and a change in method of accounting for the funded status of defined benefit and other postretirement plans in 2006); such consolidated financial statements and reports are included elsewhere in this Form 10-K. Our audits also included the consolidated financial statement schedule of the Company (page S-2) listed in the accompanying index at Item 15.  This consolidated financial statement schedule is the responsibility of the Company’s management.  Our responsibility is to express an opinion based on our audits.  In our opinion, such consolidated financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.
/s/ Deloitte & Touche LLP
Atlanta, Georgia
February 25, 2008
     
 
  Member of
Deloitte Touche Tohmatsu

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(DELOITTE LOGO)
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Alabama Power Company
We have audited the financial statements of Alabama Power Company (the “Company”) as of December 31, 2007 and 2006, and for each of the three years in the period ended December 31, 2007, and have issued our report thereon dated February 25, 2008 (which report expresses an unqualified opinion and includes an explanatory paragraph concerning a change in method of accounting for the funded status of defined benefit and other postretirement plans in 2006); such financial statements and report are included elsewhere in this Form 10-K.  Our audits also included the financial statement schedule of the Company (page S-3) listed in the accompanying index at Item 15.  This financial statement schedule is the responsibility of the Company’s management.  Our responsibility is to express an opinion based on our audits.  In our opinion, such financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.
/s/ Deloitte & Touche LLP
Birmingham, Alabama
February 25, 2008
     
 
  Member of
Deloitte Touche Tohmatsu

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(DELOITTE LOGO)
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Georgia Power Company
We have audited the financial statements of Georgia Power Company (the “Company”) as of December 31, 2007 and 2006, and for each of the three years in the period ended December 31, 2007, and have issued our report thereon dated February 25, 2008 (which report expresses an unqualified opinion and includes an explanatory paragraph concerning a change in method of accounting for uncertainty in income taxes in 2007 and a change in method of accounting for the funded status of defined benefit and other postretirement plans in 2006); such financial statements and report are included elsewhere in this Form 10-K.  Our audits also included the financial statement schedule of the Company (page S-4) listed in the accompanying index at Item 15.  This financial statement schedule is the responsibility of the Company’s management.  Our responsibility is to express an opinion based on our audits.  In our opinion, such financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.
/s/ Deloitte & Touche LLP
Atlanta, Georgia
February 25, 2008
     
 
  Member of
Deloitte Touche Tohmatsu

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(DELOITTE LOGO)
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Gulf Power Company
We have audited the financial statements of Gulf Power Company (the “Company”) as of December 31, 2007 and 2006, and for each of the three years in the period ended December 31, 2007, and have issued our report thereon dated February 25, 2008 (which report expresses an unqualified opinion and includes an explanatory paragraph concerning a change in method of accounting for the funded status of defined benefit and other postretirement plans in 2006); such financial statements and report are included elsewhere in this Form 10-K.  Our audits also included the financial statement schedule of the Company (page S-5) listed in the accompanying index at Item 15.  This financial statement schedule is the responsibility of the Company’s management.  Our responsibility is to express an opinion based on our audits.  In our opinion, such financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.
/s/ Deloitte & Touche LLP
Atlanta, Georgia
February 25, 2008
     
 
  Member of
Deloitte Touche Tohmatsu

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(DELOITTE LOGO)
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Mississippi Power Company
We have audited the financial statements of Mississippi Power Company (the “Company”) as of December 31, 2007 and 2006, and for each of the three years in the period ended December 31, 2007, and have issued our report thereon dated February 25, 2008 (which report expresses an unqualified opinion and includes an explanatory paragraph concerning a change in method of accounting for the funded status of defined benefit and other postretirement plans in 2006); such financial statements and report are included elsewhere in this Form 10-K.  Our audits also included the financial statement schedule of the Company (page S-6) listed in the accompanying index at Item 15.  This financial statement schedule is the responsibility of the Company’s management.  Our responsibility is to express an opinion based on our audits.  In our opinion, such financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.
/s/ Deloitte & Touche LLP
Atlanta, Georgia
February 25, 2008
     
 
  Member of
Deloitte Touche Tohmatsu

IV-12


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(DELOITTE LOGO)
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Southern Power Company
We have audited the consolidated financial statements of Southern Power Company and Subsidiary Companies (the “Company”) as of December 31, 2007 and 2006, and for each of the three years in the period ended December 31, 2007, and have issued our report thereon dated February 25, 2008; such consolidated financial statements and report are included elsewhere in this Form 10-K.  Our audits also included the consolidated financial statement schedule of the Company (page S-7) listed in the accompanying index at Item 15.  This consolidated financial statement schedule is the responsibility of the Company’s management.  Our responsibility is to express an opinion based on our audits.  In our opinion, such consolidated financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.
/s/ Deloitte & Touche LLP
Atlanta, Georgia
February 25, 2008
     
 
  Member of
Deloitte Touche Tohmatsu

IV-13


 

INDEX TO FINANCIAL STATEMENT SCHEDULES
     
Schedule II   Page
Valuation and Qualifying Accounts and Reserves 2007, 2006, and 2005
   
The Southern Company and Subsidiary Companies
  S-2
Alabama Power Company
  S-3
Georgia Power Company
  S-4
Gulf Power Company
  S-5
Mississippi Power Company
  S-6
Southern Power Company and Subsidiary Companies
  S-7
     Schedules I through V not listed above are omitted as not applicable or not required. Columns omitted from schedules filed have been omitted because the information is not applicable or not required.

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THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 2007, 2006, AND 2005
(Stated in Thousands of Dollars)
                                                 
    Balance   Additions                    
    at Beginning   Charged to   Charged to                   Balance at End
Description   of Period   Income   Other Accounts   Deductions   of Period
 
Provision for uncollectible accounts
                                               
2007
  $ 34,901     $ 34,471     $     $ 47,230  (a)       $ 22,142  
2006
    37,510       49,226       1,230       53,065  (a)         34,901  
2005
    33,399       46,193       24       42,106  (a)         37,510  
Tax valuation allowance
                                               
2007 (b)
  $     $     $     $             $  
2006
    10,160       53,164                           63,324  
2005
    5,237       4,923                           10,160  
 
(a)   Represents write-off of accounts considered to be uncollectible, less recoveries of amounts previously written off.
(b)   See Note 5 to the financial statements of Southern Company in Item 8 herein.

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ALABAMA POWER COMPANY
SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 2007, 2006, AND 2005

(Stated in Thousands of Dollars)
                                                 
            Additions                    
    Balance at Beginning   Charged to   Charged to Other                   Balance at End
Description   of Period   Income   Accounts   Deductions   of Period
 
Provision for uncollectible accounts
                                               
2007
  $ 7,091     $ 16,678     $     $ 15,781   (Note)       $ 7,988  
2006
    7,560       14,130             14,599   (Note)         7,091  
2005
    5,404       12,832             10,676   (Note)         7,560  
 
Note:   Represents write-off of accounts considered to be uncollectible, less recoveries of amounts previously written off.

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GEORGIA POWER COMPANY
SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 2007, 2006, AND 2005

(Stated in Thousands of Dollars)
                                                 
            Additions                    
    Balance at Beginning   Charged to   Charged to Other                   Balance at End
Description   of Period   Income   Accounts   Deductions   of Period
 
Provision for uncollectible accounts
                                               
2007
  $ 10,030     $ 20,336     $     $ 22,730  (a)       $ 7,636  
2006
    9,563       26,503             26,036  (a)         10,030  
2005
    7,978       25,594             24,009  (a)         9,563  
Tax valuation allowance
                                               
2007 (b)
  $     $     $     $              
2006
    10,160       53,164                           63,324  
2005
    5,237       4,923                           10,160  
 
(a)   Represents write-off of accounts considered to be uncollectible, less recoveries of amounts previously written off.
(b)   See Note 5 to the financial statements of Georgia Power in Item 8 herein.

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GULF POWER COMPANY
SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 2007, 2006, AND 2005

(Stated in Thousands of Dollars)
                                                 
            Additions                    
    Balance at Beginning   Charged to   Charged to Other                   Balance at End
Description   of Period   Income   Accounts   Deductions   of Period
 
Provision for uncollectible accounts
                                               
2007
  $ 1,279     $ 3,315     $     $ 2,883  (Note)       $ 1,711  
2006
    1,134       2,612             2,467  (Note)         1,279  
2005
    2,144       1,275             2,285  (Note)         1,134  
 
Note:   Represents write-off of accounts considered to be uncollectible, less recoveries of amounts previously written off.

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MISSISSIPPI POWER COMPANY
SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 2007, 2006, AND 2005

(Stated in Thousands of Dollars)
                                                 
            Additions                    
    Balance at Beginning   Charged to   Charged to Other                   Balance at End
Description   of Period   Income   Accounts   Deductions   of Period
 
Provision for uncollectible accounts
                                               
2007
  $ 855     $ 1,896     $     $ 1,827  (Note)       $ 924  
2006
    2,321       1,071             2,537  (Note)         855  
2005
    774       2,610             1,063  (Note)         2,321  
 
Note:   Represents write-off of accounts considered to be uncollectible, less recoveries of amounts previously written off.

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SOUTHERN POWER COMPANY AND SUBSIDIARY COMPANIES
SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 2007, 2006, AND 2005

(Stated in Thousands of Dollars)
                                         
            Additions            
    Balance at Beginning   Charged to   Charged to Other           Balance at End
Description   of Period   Income   Accounts   Deductions   of Period
 
Provision for uncollectible accounts
                                       
2007
  $     $     $     $     $  
2006
                             
2005
    350                 350  (Note)      
 
Note:   Represents write-off of accounts receivable considered to be uncollectible, less recoveries of amounts previously written off.

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EXHIBIT INDEX
     The following exhibits indicated by an asterisk (*) preceding the exhibit number are filed herewith. The balance of the exhibits has heretofore been filed with the SEC as the exhibits and in the file numbers indicated and are incorporated herein by reference. The exhibits marked with a pound sign (#) are management contracts or compensatory plans or arrangements required to be identified as such by Item 15 of Form 10-K.
(3) Articles of Incorporation and By-Laws
           Southern Company
                     
 
    (a) 1     -   Composite Certificate of Incorporation of Southern Company, reflecting all amendments thereto through January 5, 1994. (Designated in Registration No. 33-3546 as Exhibit 4(a), in Certificate of Notification, File No. 70-7341, as Exhibit A, and in Certificate of Notification, File No. 70-8181, as Exhibit A.)
 
 
      (a) 2     -   By-laws of Southern Company as amended effective February 17, 2003, and as presently in effect. (Designated in Southern Company’s Form 10-Q for the quarter ended June 30, 2003, File No. 1-3526, as Exhibit 3(a)1.)
           Alabama Power
                     
 
      (b) 1     -   Charter of Alabama Power and amendments thereto through October 17, 2007. (Designated in Registration Nos. 2-59634 as Exhibit 2(b), 2-60209 as Exhibit 2(c), 2-60484 as Exhibit 2(b), 2-70838 as Exhibit 4(a)-2, 2-85987 as Exhibit 4(a)-2, 33-25539 as Exhibit 4(a)-2, 33-43917 as Exhibit 4(a)-2, in Form 8-K dated February 5, 1992, File No. 1-3164, as Exhibit 4(b)-3, in Form 8-K dated July 8, 1992, File No. 1-3164, as Exhibit 4(b)-3, in Form 8-K dated October 27, 1993, File No. 1-3164, as Exhibits 4(a) and 4(b), in Form 8-K dated November 16, 1993, File No. 1-3164, as Exhibit 4(a), in Certificate of Notification, File No. 70-8191, as Exhibit A, in Alabama Power’s Form 10-K for the year ended December 31, 1997, File No. 1-3164, as Exhibit 3(b)2, in Form 8-K dated August 10, 1998, File No. 1-3164, as Exhibit 4.4, in Alabama Power’s Form 10-K for the year ended December 31, 2000, File No. 1-3164, as Exhibit 3(b)2, in Alabama Power’s Form 10-K for the year ended December 31, 2001, File No. 1-3164, as Exhibit 3(b)2, in Form 8-K dated February 5, 2003, File No. 1-3164, as Exhibit 4.4, in Alabama Power’s Form 10-Q for the quarter ended March 31, 2003, File No 1-3164, as Exhibit 3(b)1, in Form 8-K dated February 5, 2004, File No. 1-3164, as Exhibit 4.4, in Alabama Power’s Form 10-Q for the quarter ended March 31, 2006, File No. 1-3164, as Exhibit 3(b)(1), in Form 8-K dated December 5, 2006, File No. 1-3164, as Exhibit 4.2, in Form 8-K dated September 12, 2007, File No. 1-3164, as Exhibit 4.5, and in Form 8-K dated October 17, 2007, File No. 1-3164, as Exhibit 4.5.)
 
                   
 
      (b) 2     -   By-laws of Alabama Power as amended effective January 26, 2007, and as presently in effect. (Designated in Form 8-K dated January 26, 2007, File No 1-3164, as Exhibit 3(b)2.)
           Georgia Power
                     
 
    (c) 1     -   Charter of Georgia Power and amendments thereto through October 9, 2007. (Designated in Registration Nos. 2-63392 as Exhibit 2(a)-2, 2-78913 as Exhibits 4(a)-(2) and 4(a)-(3), 2-93039 as Exhibit 4(a)-(2), 2-96810 as Exhibit 4(a)-2, 33-141 as Exhibit 4(a)-(2), 33-1359 as Exhibit 4(a)(2), 33-5405 as Exhibit 4(b)(2), 33-14367 as Exhibits 4(b)-(2) and 4(b)-(3), 33-22504 as Exhibits 4(b)-(2), 4(b)-(3) and 4(b)-(4), in Georgia Power’s Form 10-K for the year ended December 31, 1991, File No. 1-6468, as Exhibits 4(a)(2) and 4(a)(3), in Registration No. 33-48895 as Exhibits 4(b)-(2) and 4(b)-(3), in Form 8-K dated December 10, 1992, File No. 1-6468 as Exhibit 4(b), in Form 8-K dated June 17, 1993, File No. 1-

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                  6468, as Exhibit 4(b), in Form 8-K dated October 20, 1993, File No. 1-6468, as Exhibit 4(b), in Georgia Power’s Form 10-K for the year ended December 31, 1997, File No. 1-6468, as Exhibit 3(c)2, in Georgia Power’s Form 10-K for the year ended December 31, 2000, File No. 1-6468, as Exhibit 3(c)2, in Form 8-K dated June 27, 2006, File No. 1-6468, as Exhibit 3.1, and in Form 8-K dated October 3, 2007, File No. 1-6468, as Exhibit 4.5.)
 
                   
 
      (c) 2     -   By-laws of Georgia Power as amended effective August 17, 2005, and as presently in effect. (Designated in Form 8-K dated August 17, 2005, File No. 1-6468, as Exhibit 3(c)2.)
           Gulf Power
                     
 
    (d) 1     -   Amended and Restated Articles of Incorporation of Gulf Power and amendments thereto through October 17, 2007. (Designated in Form 8-K dated October 27, 2005, File No. 0-2429, as Exhibit 3.1, in Form 8-K dated November 9, 2005, File No. 0-2429, as Exhibit 4.7, and in Form 8-K dated October 16, 2007, File No. 0-2429, as Exhibit 4.5.)
 
                   
 
    (d) 2     -   By-laws of Gulf Power as amended effective November 2, 2005, and as presently in effect. (Designated in Form 8-K dated November 2, 2005, File No. 0-2429, as Exhibit 3.2.)
           Mississippi Power
                     
 
    (e) 1     -   Articles of Incorporation of Mississippi Power, articles of merger of Mississippi Power Company (a Maine corporation) into Mississippi Power and articles of amendment to the articles of incorporation of Mississippi Power through April 2, 2004. (Designated in Registration No. 2-71540 as Exhibit 4(a)-1, in Form U5S for 1987, File No. 30-222-2, as Exhibit B-10, in Registration No. 33-49320 as Exhibit 4(b)-(1), in Form 8-K dated August 5, 1992, File No. 0-6849, as Exhibits 4(b)-2 and 4(b)-3, in Form 8-K dated August 4, 1993, File No. 0-6849, as Exhibit 4(b)-3, in Form 8-K dated August 18, 1993, File No. 0-6849, as Exhibit 4(b)-3, in Mississippi Power’s Form 10-K for the year ended December 31, 1997, File No. 0-6849, as Exhibit 3(e)2, in Mississippi Power’s Form 10-K for the year ended December 31, 2000, File No. 0-6849, as Exhibit 3(e)2, and in Form 8-K dated March 3, 2004, File No. 0-6849, as Exhibit 4.6.)
 
                   
 
    (e) 2     -   By-laws of Mississippi Power as amended effective February 28, 2001, and as presently in effect. (Designated in Mississippi Power’s Form 10-K for the year ended December 31, 2001, File No. 0-6849, as Exhibit 3(e)2.)
           Southern Power
                     
 
    (f) 1     -   Certificate of Incorporation of Southern Power dated January 8, 2001. (Designated in Registration No. 333-98553 as Exhibit 3.1.)
 
                   
 
    (f) 2     -   By-laws of Southern Power effective January 8, 2001. (Designated in Registration No. 333-98553 as Exhibit 3.2.)
(4) Instruments Describing Rights of Security Holders, Including Indentures
           Southern Company
                     
 
    (a) 1     -   Senior Note Indenture dated as of February 1, 2002, among Southern Company, Southern Company Capital Funding, Inc. and The Bank of New York, as Trustee, and indentures supplemental thereto through November 16, 2005. (Designated in Form 8-K dated January 29, 2002, File No. 1-3526, as Exhibits 4.1 and 4.2, in Form 8-K dated January 30, 2002,

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                  File No. 1-3526, as Exhibit 4.2 and in Form 8-K dated November 8, 2005, File No. 1-3526, as Exhibit 4.2.)
 
                   
 
    (a) 2     -   Senior Note Indenture dated as of January 1, 2007, between Southern Company and Wells Fargo Bank, National Association, as Trustee, and indentures supplemental thereto through March 28, 2007. (Designated in Form 8-K dated January 11, 2006, File No. 1-3526, as Exhibits 4.1 and 4.2 and in Form 8-K dated March 20, 2007, File No. 1-3526, as Exhibit 4.2.)
           Alabama Power
                     
 
    (b) 1     -   Subordinated Note Indenture dated as of January 1, 1997, between Alabama Power and The Bank of New York (as successor to JPMorgan Chase Bank, N.A. (formerly known as The Chase Manhattan Bank)), as Trustee, and indentures supplemental thereto through October 2, 2002. (Designated in Form 8-K dated January 9, 1997, File No. 1-3164, as Exhibits 4.1 and 4.2, in Form 8-K dated February 18, 1999, File No. 3164, as Exhibit 4.2 and in Form 8-K dated September 26, 2002, File No. 3164, as Exhibits 4.9-A and 4.9-B.)
 
                   
 
    (b) 2     -   Senior Note Indenture dated as of December 1, 1997, between Alabama Power and The Bank of New York (as successor to JPMorgan Chase Bank, N.A. (formerly known as The Chase Manhattan Bank)), as Trustee, and indentures supplemental thereto through December 12, 2007. (Designated in Form 8-K dated December 4, 1997, File No. 1-3164, as Exhibits 4.1 and 4.2, in Form 8-K dated February 20, 1998, File No. 1-3164, as Exhibit 4.2, in Form 8-K dated April 17, 1998, File No. 1-3164, as Exhibit 4.2, in Form 8-K dated August 11, 1998, File No. 1-3164, as Exhibit 4.2, in Form 8-K dated September 8, 1998, File No. 1-3164, as Exhibit 4.2, in Form 8-K dated September 16, 1998, File No. 1-3164, as Exhibit 4.2, in Form 8-K dated October 7, 1998, File No. 1-3164, as Exhibit 4.2, in Form 8-K dated October 28, 1998, File No. 1-3164, as Exhibit 4.2, in Form 8-K dated November 12, 1998, File No. 1-3164, as Exhibit 4.2, in Form 8-K dated May 19, 1999, File No. 1-3164, as Exhibit 4.2, in Form 8-K dated August 13, 1999, File No. 1-3164, as Exhibit 4.2, in Form 8-K dated September 21, 1999, File No. 1-3164, as Exhibit 4.2, in Form 8-K dated May 11, 2000, File No. 1-3164, as Exhibit 4.2, in Form 8-K dated August 22, 2001, File No. 1-3164, as Exhibits 4.2(a) and 4.2(b), in Form 8-K dated June 21, 2002, File No. 1-3164, as Exhibit 4.2(a), in Form 8-K dated October 16, 2002, File No. 1-3164, as Exhibit 4.2(a), in Form 8-K dated November 20, 2002, File No. 1-3164, as Exhibit 4.2(a), in Form 8-K dated December 6, 2002, File No. 1-3164, as Exhibit 4.2, in Form 8-K dated February 11, 2003, File No. 1-3164, as Exhibits 4.2(a) and 4.2(b), in Form 8-K dated March 12, 2003, File No. 1-3164, as Exhibit 4.2, in Form 8-K dated April 15, 2003, File No. 1-3164, as Exhibit 4.2, in Form 8-K dated May 1, 2003, File No. 1-3164, as Exhibit 4.2, in Form 8-K dated November 14, 2003, File No. 1-3164, as Exhibit 4.2, in Form 8-K dated February 10, 2004, File No. 1-3164, as Exhibit 4.2 in Form 8-K dated April 7, 2004, File No. 1-3164, as Exhibit 4.2, in Form 8-K dated August 19, 2004, File No. 1-3164, as Exhibit 4.2, in Form 8-K dated November 9, 2004, File No. 1-3164, as Exhibit 4.2, in Form 8-K dated March 8, 2005, File No. 1-3164, as Exhibit 4.2, in Form 8-K dated January 11, 2006, File No. 1-3164, as Exhibit 4.2, in Form 8-K dated January 13, 2006, File No. 1-3164, as Exhibit 4.2, in Form 8-K dated February 1, 2006, File No. 1-3164, as Exhibits 4.2(a) and 4.2(b), in Form 8-K dated March 9, 2006, File No. 1-3164, as Exhibit 4.2, in Form 8-K dated June 7, 2006, File No. 1-3164, as Exhibit 4.2, in Form 8-K dated January 30, 2007, File No. 1-3164, as Exhibit 4.2, in Form 8-K dated April 4, 2007, File No. 1-3164, as Exhibit 4.2, in Form 8-K dated October 11, 2007, File No. 1-3164, as Exhibit 4.2, and in Form 8-K dated December 4, 2007, File No. 1-3164, as Exhibit 4.2.)
 
                   
 
    (b) 3     -   Amended and Restated Trust Agreement of Alabama Power Capital Trust V dated as of September 1, 2002. (Designated in Form 8-K dated September 26, 2002, File No. 1-3164, as Exhibit 4.12-B.)

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Table of Contents

                     
 
    (b) 4     -   Guarantee Agreement relating to Alabama Power Capital Trust V dated as of September 1, 2002. (Designated in Form 8-K dated September 26, 2002, File No. 1-3164, as Exhibit 4.16-B.)
           Georgia Power
                     
 
    (c) 1     -   Subordinated Note Indenture dated as of June 1, 1997, between Georgia Power and The Bank of New York (as successor to JPMorgan Chase Bank, N.A. (formerly known as The Chase Manhattan Bank)), as Trustee, and indentures supplemental thereto through January 23, 2004. (Designated in Certificate of Notification, File No. 70-8461, as Exhibits D and E, in Form 8-K dated February 17, 1999, File No. 1-6468, as Exhibit 4.4, in Form 8-K dated June 13, 2002, File No. 1-6468, as Exhibit 4.4, in Form 8-K dated October 30, 2002, File No. 1-6468, as Exhibit 4.4 and in Form 8-K dated January 15, 2004, File No. 1-6468, as Exhibit 4.4.)
 
                   
 
    (c) 2     -   Senior Note Indenture dated as of January 1, 1998, between Georgia Power and The Bank of New York (as successor to JPMorgan Chase Bank, N.A. (formerly known as The Chase Manhattan Bank)), as Trustee, and indentures supplemental thereto through December 6, 2007. (Designated in Form 8-K dated January 21, 1998, File No. 1-6468, as Exhibits 4.1 and 4.2, in Forms 8-K each dated November 19, 1998, File No. 1-6468, as Exhibit 4.2, in Form 8-K dated March 3, 1999, File No. 1-6469 as Exhibit 4.2, in Form 8-K dated February 15, 2000, File No. 1-6469 as Exhibit 4.2, in Form 8-K dated January 26, 2001, File No. 1-6469 as Exhibits 4.2(a) and 4.2(b), in Form 8-K dated February 16, 2001, File No. 1-6469 as Exhibit 4.2, in Form 8-K dated May 1, 2001, File No. 1-6468, as Exhibit 4.2, in Form 8-K dated June 27, 2002, File No. 1-6468, as Exhibit 4.2, in Form 8-K dated November 15, 2002, File No. 1-6468, as Exhibit 4.2, in Form 8-K dated February 13, 2003, File No. 1-6468, as Exhibit 4.2, in Form 8-K dated February 21, 2003, File No. 1-6468, as Exhibit 4.2, in Form 8-K dated April 10, 2003, File No. 1-6468, as Exhibits 4.1, 4.2 and 4.3, in Form 8-K dated September 8, 2003, File No. 1-6468, as Exhibit 4.1, in Form 8-K dated September 23, 2003, File No. 1-6468, as Exhibit 4.1, in Form 8-K dated January 12, 2004, File No. 1-6468, as Exhibits 4.1 and 4.2, in Form 8-K dated February 12, 2004, File No. 1-6468, as Exhibit 4.1, in Form 8-K dated August 11, 2004, File No. 1-6468, as Exhibits 4.1 and 4.2, in Form 8-K dated January 13, 2005, File No. 1-6468, as Exhibit 4.1, in Form 8-K dated April 12, 2005, File No. 1-6468, as Exhibit 4.1, in Form 8-K dated November 30, 2005, File No. 1-6468, as Exhibit 4.1, in Form 8-K dated December 8, 2006, File No. 1-6468, as Exhibit 4.2, in Form 8-K dated March 6, 2007, File No. 1-6468, as Exhibit 4.2, in Form 8-K dated June 4, 2007, File No. 1-6468, as Exhibit 4.2, in Form 8-K dated June 18, 2007, File No. 1-6468, as Exhibit 4.2, in Form 8-K dated July 10, 2007, File No. 1-6468, as Exhibit 4.2, in Form 8-K dated October 23, 2007, File No. 1-6468, as Exhibit 4.2 and, in Form 8-K dated November 29, 2007, File No. 1-6468, as Exhibit 4.2.)
 
                   
 
    (c) 3     -   Senior Note Indenture dated as of March 1, 1998 between Georgia Power, as successor to Savannah Electric, and The Bank of New York, as Trustee, and indentures supplemental thereto through June 30, 2006. (Designated in Form 8-K dated March 9, 1998, File No. 1-5072, as Exhibits 4.1 and 4.2, in Form 8-K dated May 8, 2001, File No. 1-5072, as Exhibits 4.2(a) and 4.2(b), in Form 8-K dated March 4, 2002, File No. 1-5072, as Exhibit 4.2, in Form 8-K dated November 4, 2002, File No. 1-5072, as Exhibit 4.2, in Form 8-K dated December 10, 2003, File No. 1-5072, as Exhibits 4.1 and 4.2, in Form 8-K dated December 2, 2004, File No. 1-5072, as Exhibit 4.1 and in Form 8-K dated June 27, 2006, File No. 1-6468, as Exhibit 4.2.)
 
                   
 
    (c) 4     -   Amended and Restated Trust Agreement of Georgia Power Capital Trust VII dated as of January 1, 2004. (Designated in Form 8-K dated January 15, 2004, as Exhibit 4.7-A.)
 
                   
 
    (c) 5     -   Guarantee Agreement relating to Georgia Power Capital Trust VII dated as of January 1, 2004. (Designated in Form 8-K dated January 15, 2004, as Exhibit 4.11-A.)

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Table of Contents

         Gulf Power
                 
(d)
  1     -   Senior Note Indenture dated as of January 1, 1998, between Gulf Power and The Bank of New York (as successor to JPMorgan Chase Bank, N.A. (formerly known as The Chase Manhattan Bank)), as Trustee, and indentures supplemental thereto through June 12, 2007. (Designated in Form 8-K dated June 17, 1998, File No. 0-2429, as Exhibits 4.1 and 4.2, in Form 8-K dated August 17, 1999, File No. 0-2429, as Exhibit 4.2, in Form 8-K dated July 31, 2001, File No. 0-2429, as Exhibit 4.2, in Form 8-K dated October 5, 2001, File No. 0-2429, as Exhibit 4.2, in Form 8-K dated January 18, 2002, File No. 0-2429, as Exhibit 4.2, in Form 8-K dated March 21, 2003, File No. 0-2429, as Exhibit 4.2, in Form 8-K dated July 10, 2003, File No. 0-2429, as Exhibits 4.1 and 4.2, in Form 8-K dated September 5, 2003, File No. 0-2429, as Exhibit 4.1, in Form 8-K dated April 6, 2004, File No. 0-2429, as Exhibit 4.1, in Form 8-K dated September 13, 2004, File No. 0-2429, as Exhibit 4.1, in Form 8-K dated August 11, 2005, File No. 0-2429, as Exhibit 4.1, in Form 8-K dated October 27, 2005, File No. 0-2429, as Exhibit 4.1, in Form 8-K dated November 28, 2006, File No. 0-2429, as Exhibit 4.2, and in Form 8-K dated June 5, 2007, File No. 0-2429, as Exhibit 4.2.)
         Mississippi Power
                 
(e)
  1     -   Senior Note Indenture dated as of May 1, 1998 between Mississippi Power and Wells Fargo Bank, National Association, as Successor Trustee, and indentures supplemental thereto through November 14, 2007. (Designated in Form 8-K dated May 14, 1998, File No. 0-6849, as Exhibits 4.1, 4.2(a) and 4.2(b), in Form 8-K dated March 22, 2000, File No. 0-6849, as Exhibit 4.2, in Form 8-K dated March 12, 2002, File No. 0-6849, as Exhibit 4.2, in Form 8-K dated April 24, 2003, File No. 001-11229, as Exhibit 4.2, in Form 8-K dated March 3, 2004, File No. 001-11229, as Exhibit 4.2, in Form 8-K dated June 24, 2005, File No. 001-11229, as Exhibit 4.2, and in Form 8-K dated November 8, 2007, File No. 001-11229, as Exhibit 4.2.)
        Southern Power
                 
(f)
  1     -   Senior Note Indenture dated as of June 1, 2002, between Southern Power and The Bank of New York, as Trustee, and indentures supplemental thereto through November 21, 2006. (Designated in Registration No. 333-98553 as Exhibits 4.1 and 4.2 and in Southern Power’s Form 10-Q for the quarter ended June 30, 2003, File No. 333-98553, as Exhibit 4(g)1, and in Form 8-K dated November 13, 2006, File No. 333-98553, as Exhibit 4.2.)
(10) Material Contracts
         Southern Company
                     
#
  (a)     1     -   Southern Company 2006 Omnibus Incentive Compensation Plan, effective January 1, 2006. (Designated in Southern Company’s Form 10-Q for the quarter ended June 30, 2006, File No. 1-3526, as Exhibit 10(a)1.)
 
#
  (a)     2     -   Forms of Award Agreement under the Southern Company 2006 Omnibus Incentive Compensation Plan effective January 1, 2006. (Designated in Southern Company’s Form 10-Q for the quarter ended June 30, 2006, File No. 1-3526, as Exhibit 10(a)2.)
 
#
  * (a)     3     -   Deferred Compensation Plan for Directors of The Southern Company, Amended and Restated effective January 1, 2008.

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Table of Contents

                     
#
  (a)     4     -   Southern Company Deferred Compensation Plan as amended and restated January 1, 2005. (Designated in Southern Company’s Form 10-Q for the quarter ended September 30, 2006, File No. 1-3526, as Exhibit 10(a)1.)
 
#
  (a)     5     -   Outside Directors Stock Plan for The Southern Company and its Subsidiaries, effective May 26, 2004. (Designated in Southern Company’s Form 10-Q for the quarter ended June 30, 2004, File No. 1-3526, as Exhibit 10(a)2.)
 
#
  (a)     6     -   The Southern Company Supplemental Executive Retirement Plan, Amended and Restated effective as of January 1, 2005. (Designated in Form 8-K dated March 30, 2007, File No. 1-3526, as Exhibit 10.2.)
 
#
  (a)     7     -   The Southern Company Supplemental Benefit Plan, Amended and Restated effective as of January 1, 2005. (Designated in Form 8-K dated March 30, 2007, File No. 1-3526, as Exhibit 10.1.)
 
#
  * (a)     8     -   Amended and Restated Change in Control Agreement dated November 16, 2006 between Southern Company, SCS, and G. Edison Holland, Jr.
 
#
  (a)     9     -   Amended and Restated Change in Control Agreement dated November 16, 2006 between Southern Company, Alabama Power, and Charles D. McCrary. (Designated in Form 10-Q for the quarter ended March 31, 2007, File No. 1-3526, as Exhibit 10(a)5.)
 
#
  (a)     10     -   Amended and Restated Change in Control Agreement dated November 16, 2006 between Southern Company, SCS, and David M. Ratcliffe. (Designated in Form 10-Q for the quarter ended March 31, 2007, File No. 1-3526, as Exhibit 10(a)1.)
 
#
  (a)     11     -   Amended and Restated Southern Company Change in Control Benefits Protection Plan, effective February 28, 2007. (Designated in Form 10-Q for the quarter ended March 31, 2007, File No. 1-3526, as Exhibit 10(a)8.)
 
#
  (a)     12     -   Master Separation and Distribution Agreement dated as of September 1, 2000 between Southern Company and Mirant. (Designated in Southern Company’s Form 10-K for the year ended December 31, 2000, File No. 1-3526, as Exhibit 10(a)100.)
 
#
  (a)     13     -   Indemnification and Insurance Matters Agreement dated as of September 1, 2000 between Southern Company and Mirant. (Designated in Southern Company’s Form 10-K for the year ended December 31, 2000, File No. 1-3526, as Exhibit 10(a)101.)
 
#
  (a)     14     -   Tax Indemnification Agreement dated as of September 1, 2000 among Southern Company and its affiliated companies and Mirant and its affiliated companies. (Designated in Southern Company’s Form 10-K for the year ended December 31, 2000, File No. 1-3526, as Exhibit 10(a)102.)
 
#
  (a)     15     -   Southern Company Deferred Compensation Trust Agreement as amended and restated effective January 1, 2001 between Wachovia Bank, N.A., Southern Company, SCS, Alabama Power, Georgia Power, Gulf Power, Mississippi Power, SouthernLINC Wireless, Southern Company Energy Solutions, LLC, and Southern Nuclear. (Designated in Southern Company’s Form 10-K for the year ended December 31, 2000, File No. 1-3526, as Exhibit 10(a)103.)
 
#
  (a)     16     -   Deferred Stock Trust Agreement for Directors of Southern Company and its subsidiaries, dated as of January 1, 2000, between Reliance Trust Company, Southern Company, Alabama Power, Georgia Power, Gulf Power, and Mississippi Power. (Designated in Southern Company’s Form 10-K for the year ended December 31, 2000, File No. 1-3526, as Exhibit 10(a)104.)

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Table of Contents

                     
#
  (a)     17     -   Amended and Restated Deferred Cash Compensation Trust Agreement for Directors of Southern Company and its subsidiaries, effective September 1, 2001, between Wachovia Bank, N.A., Southern Company, Alabama Power, Georgia Power, Gulf Power, and Mississippi Power. (Designated in Southern Company’s Form 10-K for the year ended December 31, 2001, File No. 1-3526, as Exhibit 10(a)92.)
 
#
  (a)     18     -   Amended and Restated Change in Control Agreement dated November 16, 2006 between Southern Company, SCS, and Thomas A. Fanning. (Designated in Form 10-Q for the quarter ended March 31, 2007, File No. 1-3526, as Exhibit 10(a)2.)
 
#
  (a)     19     -   Supplemental Pension Agreement between Georgia Power, Gulf Power, SCS, and G. Edison Holland, Jr. effective February 22, 2002. (Designated in Southern Company’s Form 10-K for the year ended December 31, 2002, File No. 1-3526, as Exhibit 10(a)119.)
 
#
  (a)     20     -   Southern Company Senior Executive Change in Control Severance Plan effective May 1, 2003. (Designated in Southern Company’s Form 10-Q for the quarter ended June 30, 2003, File No. 1-3526, as Exhibit 10(a)3.)
 
#
  (a)     21     -   Southern Company Executive Change in Control Severance Plan, Amended and Restated effective May 1, 2003. (Designated in Southern Company’s Form 10-Q for the quarter ended June 30, 2003, File No. 1-3526, as Exhibit 10(a)(2).)
 
#
  (a)     22     -   Amended and Restated Change in Control Agreement dated November 16, 2006 between Southern Company, Georgia Power, and Michael D. Garrett. (Designated in Form 10-Q for the quarter ended March 31, 2007, File No. 1-3526, as Exhibit 10(a)3.)
 
#
  (a)     23     -   Amended and Restated Change in Control Agreement dated November 16, 2006 between Southern Company, SCS, and William Paul Bowers. (Designated in Form 10-Q for the quarter ended March 31, 2007, File No. 1-3526, as Exhibit 10(a)4.)
 
#
  (a)     24     -   Form of Restricted Stock Award Agreement. (Designated in Form 10-Q for the quarter ended September 30, 2007, File No. 1-3526, as Exhibit 10(a)1.)
 
#
  * (a)     25     -   Base Salaries of Named Executive Officers.
 
#
  * (a)     26     -   Summary of Non-Employee Director Compensation Arrangements.
                   Alabama Power
                     
 
  (b)     1     -   Intercompany Interchange Contract as revised effective May 1, 2007, among Alabama Power, Georgia Power, Gulf Power, Mississippi Power, Southern Power, and SCS. (Designated in Form 10-Q for the quarter ended March 31, 2007, File No. 1-3164, as Exhibit 10(b)5.)
 
#
  (b)     2     -   Southern Company 2006 Omnibus Incentive Compensation Plan, effective January 1, 2006. See Exhibit 10(a)1 herein.
 
#
  (b)     3     -   Forms of Award Agreement under the Southern Company 2006 Omnibus Incentive Compensation Plan effective January 1, 2006. See Exhibit 10(a)2 herein.
 
#
  (b)     4     -   Southern Company Deferred Compensation Plan as amended and restated January 1, 2005. See Exhibit 10(a)4 herein.
 
#
  (b)     5     -   Outside Directors Stock Plan for The Southern Company and its Subsidiaries, effective May 26, 2004. See Exhibit 10(a)5 herein.

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Table of Contents

                             
 
  #       (b)     6     -   The Southern Company Supplemental Executive Retirement Plan, Amended and Restated effective as of January 1, 2005. See Exhibit 10(a)6 herein.
 
                           
 
  #       (b)     7     -   The Southern Company Supplemental Benefit Plan, Amended and Restated effective as of January 1, 2005. See Exhibit 10(a)7 herein.
 
                           
 
  #       (b)     8     -   Southern Company Executive Change in Control Severance Plan, Amended and Restated effective May 1, 2003. See Exhibit 10(a)20 herein.
 
                           
 
  #       (b)     9     -   Deferred Compensation Plan for Directors of Alabama Power Company, Amended and Restated effective January 1, 2001. (Designated in Alabama Power’s Form 10-K for the year ended December 31, 2001, File No. 1-3164, as Exhibit 10(b)28.)
 
 
  #       (b)     10     -   Amended and Restated Southern Company Change in Control Benefits Protection Plan, effective February 28, 2007. See Exhibit 10(a)11 herein.
 
                           
 
  #       (b)     11     -   Southern Company Deferred Compensation Trust Agreement as amended and restated effective January 1, 2001 between Wachovia Bank, N.A., Southern Company, SCS, Alabama Power, Georgia Power, Gulf Power, Mississippi Power, SouthernLINC Wireless, Southern Company Energy Solutions, LLC, and Southern Nuclear. See Exhibit 10(a)15 herein.
 
                           
 
  #       (b)     12     -   Deferred Stock Trust Agreement for Directors of Southern Company and its subsidiaries, dated as of January 1, 2000, between Reliance Trust Company, Southern Company, Alabama Power, Georgia Power, Gulf Power, and Mississippi Power. See Exhibit 10(a)16 herein.
 
                           
 
  #       (b)     13     -   Amended and Restated Deferred Cash Compensation Trust Agreement for Directors of Southern Company and its subsidiaries, effective September 1, 2001, between Wachovia Bank, N.A., Southern Company, Alabama Power, Georgia Power, Gulf Power, and Mississippi Power. See Exhibit 10(a)17 herein.
 
                           
 
  #       (b)     14     -   Southern Company Senior Executive Change in Control Severance Plan effective May 1, 2003. See Exhibit 10(a)20 herein.
 
                           
 
  #       (b)     15     -   Amended and Restated Change in Control Agreement dated November 16, 2006, between Southern Company, Alabama Power, and Charles D. McCrary. See Exhibit 10(a)9 herein.
 
                           
 
  #       (b)     16     -   Amended and Restated Change in Control Agreement between Southern Company, Alabama Power, and C. Alan Martin, effective June 1, 2004. (Designated in Alabama Power’s Form 10-Q for the quarter ended June 30, 2004, File No. 1-3526, as Exhibit 10(b)4.)
 
                           
 
  #   *   (b)     17     -   Base Salaries of Named Executive Officers.
 
                           
 
  #       (b)     18     -   Summary of Non-Employee Director Compensation Arrangements. (Designated in Alabama Power’s Form 10-K for the year ended December 31, 2004, File No. 1-3164, as Exhibit 10(b)20.)
 
                           
 
  #       (b)     19     -   Form of Restricted Stock Award Agreement. See Exhibit 10(a)24 herein.
 
                           
        Georgia Power
 
                           
 
          (c)     1     -   Intercompany Interchange Contract as revised effective May 1, 2007, among Alabama Power, Georgia Power, Gulf Power, Mississippi Power, Southern Power, and SCS. See Exhibit 10(b)1 herein.

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          (c)     2     -   Revised and Restated Integrated Transmission System Agreement dated as of November 12, 1990, between Georgia Power and OPC. (Designated in Georgia Power’s Form 10-K for the year ended December 31, 1990, File No. 1-6468, as Exhibit 10(g).)
 
                           
 
          (c)     3     -   Revised and Restated Integrated Transmission System Agreement between Georgia Power and Dalton dated as of December 7, 1990. (Designated in Georgia Power’s Form 10-K for the year ended December 31, 1990, File No. 1-6468, as Exhibit 10(gg).)
 
                           
 
          (c)     4     -   Revised and Restated Integrated Transmission System Agreement between Georgia Power and MEAG dated as of December 7, 1990. (Designated in Georgia Power’s Form 10-K for the year ended December 31, 1990, File No. 1-6468, as Exhibit 10(hh).)
 
                           
 
  #       (c)     5     -   Southern Company 2006 Omnibus Incentive Compensation Plan, effective January 1, 2006. See Exhibit 10(a)1 herein.
 
                           
 
  #       (c)     6     -   Forms of Award Agreement under the Southern Company 2006 Omnibus Incentive Compensation Plan effective January 1, 2006. See Exhibit 10(a)2 herein.
 
                           
 
  #       (c)     7     -   Southern Company Deferred Compensation Plan as amended and restated effective January 1, 2005. See Exhibit 10(a)4 herein.
 
                           
 
  #       (c)     8     -   Outside Directors Stock Plan for The Southern Company and its Subsidiaries, effective May 26, 2004. See Exhibit 10(a)5 herein.
 
                           
 
  #       (c)     9     -   The Southern Company Supplemental Executive Retirement Plan, Amended and Restated as of January 1, 2005. See Exhibit 10(a)6 herein.
 
                           
 
  #       (c)     10     -   The Southern Company Supplemental Benefit Plan, Amended and Restated effective as of January 1, 2008. See Exhibit 10(a)7 herein.
 
                           
 
  #       (c)     11     -   Southern Company Executive Change in Control Severance Plan, Amended and Restated effective May 1, 2003. See Exhibit 10(a)21 herein.
 
                           
 
  #   *   (c)     12     -   Deferred Compensation Plan For Directors of Georgia Power Company, Amended and Restated Effective January 1, 2008.
 
                           
 
  #       (c)     13     -   Amended and Restated Southern Company Change in Control Benefits Protection Plan, effective February 28, 2007. See Exhibit 10(a)11 herein.
 
                           
 
  #       (c)     14     -   Southern Company Deferred Compensation Trust Agreement as amended and restated effective January 1, 2001, between Wachovia Bank, N.A., Southern Company, SCS, Alabama Power, Georgia Power, Gulf Power, Mississippi Power, SouthernLINC Wireless, Southern Company Energy Solutions, LLC, and Southern Nuclear. See Exhibit 10(a)15 herein.
 
                           
 
  #       (c)     15     -   Deferred Stock Trust Agreement for Directors of Southern Company and its subsidiaries, dated as of January 1, 2000, between Reliance Trust Company, Southern Company, Alabama Power, Georgia Power, Gulf Power, and Mississippi Power. See Exhibit 10(a)16 herein.
 
                           
 
  #       (c)     16     -   Amended and Restated Deferred Cash Compensation Trust Agreement for Directors of Southern Company and its subsidiaries, effective September 1, 2001, between Wachovia Bank, N.A., Southern Company, Alabama Power, Georgia Power, Gulf Power, and Mississippi Power. See Exhibit 10(a)17 herein.
 
                           
 
  #       (c)     17     -   Southern Company Senior Executive Change in Control Severance Plan effective May 1, 2003. See Exhibit 10(a)20 herein.

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  #       (c)     18     -   Deferred Compensation Agreement between Southern Company, SCS, and Christopher C. Womack dated May 31, 2002. (Designated in Southern Company’s Form 10-K for the year ended December 31, 2002, File No. 1-3526, as Exhibit 10(a)118.)
 
                           
 
  #       (c)     19     -   Amended and Restated Supplemental Pension Agreement among SCS, Southern Nuclear, Alabama Power, and James H. Miller, III. (Designated in Alabama Power’s Form 10-Q for the quarter ended June 30, 2003, File No. 1-3164, as Exhibit 10(b)1.)
 
                           
 
  #       (c)     20     -   Amended and Restated Change in Control Agreement dated November 16, 2006 between Southern Company, Georgia Power, and Michael D. Garrett. See Exhibit 10(a)22 herein.
 
                           
 
  #       (c)     21     -   Supplemental Pension Agreement between Georgia Power, Gulf Power, SCS, and G. Edison Holland, Jr. effective February 22, 2002. See Exhibit 10(a)19 herein.
 
                           
 
  #   *   (c)     22     -   Base Salaries of Named Executive Officers.
 
                           
 
  #       (c)     23     -   Summary of Non-Employee Director Compensation Arrangements. (Designated in Georgia Power’s Form 10-K for the year ended December 31, 2004, File No. 1-6468, as Exhibit 10(c)24.)
 
                           
 
  #       (c)     24     -   Form of Restricted Stock Award Agreement. See Exhibit 10(a)24 herein.
 
                           
        Gulf Power
 
                           
 
          (d)     1     -   Intercompany Interchange Contract as revised effective May 1, 2007, among Alabama Power, Georgia Power, Gulf Power, Mississippi Power, Southern Power, and SCS. See Exhibit 10(b)1 herein.
 
                           
 
          (d)     2     -   Unit Power Sales Agreement dated July 19, 1988, between FPC and Alabama Power, Georgia Power, Gulf Power, Mississippi Power, and SCS. (Designated in Savannah Electric’s Form 10-K for the year ended December 31, 1988, File No. 1-5072, as Exhibit 10(d).)
 
                           
 
          (d)     3     -   Amended Unit Power Sales Agreement dated July 20, 1988, between FP&L and Alabama Power, Georgia Power, Gulf Power, Mississippi Power, and SCS. (Designated in Savannah Electric’s Form 10-K for the year ended December 31, 1988, File No. 1-5072, as Exhibit 10(e).)
 
                           
 
          (d)     4     -   Amended Unit Power Sales Agreement dated August 17, 1988, between Jacksonville Electric Authority and Alabama Power, Georgia Power, Gulf Power, Mississippi Power, and SCS. (Designated in Savannah Electric’s Form 10-K for the year ended December 31, 1988, File No. 1-5072, as Exhibit 10(f).)
 
                           
 
  #       (d)     5     -   Southern Company 2006 Omnibus Incentive Compensation Plan, effective January 1, 2006. See Exhibit 10(a)1 herein.
 
                           
 
  #       (d)     6     -   Forms of Award Agreement under the Southern Company 2006 Omnibus Incentive Compensation Plan effective January 1, 2006. See Exhibit 10(a)2 herein.
 
                           
 
  #       (d)     7     -   Southern Company Deferred Compensation Plan as amended and restated January 1, 2005. See Exhibit 10(a)4 herein.
 
                           
 
  #       (d)     8     -   Outside Directors Stock Plan for The Southern Company and its Subsidiaries, effective May 26, 2004. See Exhibit 10(a)5 herein.
 
                           
 
  #       (d)     9     -   The Southern Company Supplemental Benefit Plan, Amended and Restated effective as of January 1, 2005. See Exhibit 10(a)7 herein.

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  #       (d)     10     -   Southern Company Executive Change in Control Severance Plan, Amended and Restated effective May 1, 2003. See Exhibit 10(a)21 herein.
 
                           
 
  #       (d)     11     -   The Southern Company Supplemental Executive Retirement Plan, Amended and Restated effective as of January 1, 2005. See Exhibit 10(a)6 herein.
 
                           
 
  #       (d)     12     -   Deferred Compensation Plan For Directors of Gulf Power Company, Amended and Restated effective January 1, 2000 and First Amendment thereto. (Designated in Gulf Power’s Form 10-K for the year ended December 31, 2000, File No. 0-2429 as Exhibit 10(d)33.)
 
                           
 
  #       (d)     13     -   Amended and Restated Southern Company Change in Control Benefits Protection Plan, effective February 28, 2007. See Exhibit 10(a)11 herein.
 
                           
 
  #       (d)     14     -   Southern Company Deferred Compensation Trust Agreement as amended and restated effective January 1, 2001 between Wachovia Bank, N.A., Southern Company, SCS, Alabama Power, Georgia Power, Gulf Power, Mississippi Power, SouthernLINC Wireless, Southern Company Energy Solutions, LLC, and Southern Nuclear. See Exhibit 10(a)15 herein.
 
                           
 
  #       (d)     15     -   Deferred Stock Trust Agreement for Directors of Southern Company and its subsidiaries, dated as of January 1, 2000, between Reliance Trust Company, Southern Company, Alabama Power, Georgia Power, Gulf Power, and Mississippi Power. See Exhibit 10(a)16 herein.
 
                           
 
  #       (d)     16     -   Amended and Restated Deferred Cash Compensation Trust Agreement for Directors of Southern Company and its subsidiaries, effective September 1, 2001, between Wachovia Bank, N.A., Southern Company, Alabama Power, Georgia Power, Gulf Power, and Mississippi Power. See Exhibit 10(a)17 herein.
 
                           
 
  #       (d)     17     -   Southern Company Senior Executive Change in Control Severance Plan effective May 1, 2003. See Exhibit 10(a)20 herein.
 
                           
 
  #   *   (d)     18     -   Base Salaries of Named Executive Officers.
 
                           
 
  #       (d)     19     -   Summary of Non-Employee Director Compensation Arrangements. (Designated in Gulf Power’s Form 10-K for the year ended December 31, 2004, File No. 0-2429, as Exhibit 10(d)20.)
 
                           
 
  #       (d)     20     -   Form of Restricted Stock Award Agreement. See Exhibit 10(a)24 herein.
 
                           
        Mississippi Power
 
                           
 
          (e)     1     -   Intercompany Interchange Contract as revised effective May 1, 2007, among Alabama Power, Georgia Power, Gulf Power, Mississippi Power, Southern Power, and SCS. See Exhibit 10(b)1 herein.
 
                           
 
          (e)     2     -   Transmission Facilities Agreement dated February 25, 1982, Amendment No. 1 dated May 12, 1982 and Amendment No. 2 dated December 6, 1983, between Entergy Corporation (formerly Gulf States) and Mississippi Power. (Designated in Mississippi Power’s Form 10-K for the year ended December 31, 1981, File No. 0-6849, as Exhibit 10(f), in Mississippi Power’s Form 10-K for the year ended December 31, 1982, File No. 0-6849, as Exhibit 10(f)(2), and in Mississippi Power’s Form 10-K for the year ended December 31, 1983, File No. 0-6849, as Exhibit 10(f)(3).)

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  #       (e)     3     -   Southern Company 2006 Omnibus Incentive Compensation Plan, effective January 1, 2006. See Exhibit 10(a)1 herein.
 
                           
 
  #       (e)     4     -   Forms of Award Agreement under the Southern Company 2006 Omnibus Incentive Compensation Plan effective January 1, 2006. See Exhibit 10(a)2 herein.
 
                           
 
  #       (e)     5     -   Southern Company Deferred Compensation Plan as amended and restated January 1, 2005. See Exhibit 10(a)4 herein.
 
                           
 
  #       (e)     6     -   Outside Directors Stock Plan for The Southern Company and its Subsidiaries, effective May 26, 2004. See Exhibit 10(a)5 herein.
 
                           
 
  #       (e)     7     -   The Southern Company Supplemental Benefit Plan, Amended and Restated effective as of January 1, 2005. See Exhibit 10(a)7 herein.
 
                           
 
  #       (e)     8     -   Southern Company Executive Change in Control Severance Plan, Amended and Restated effective May 1, 2003. See Exhibit 10(a)20 herein.
 
                           
 
  #       (e)     9     -   The Southern Company Supplemental Executive Retirement Plan, Amended and Restated effective as of January 1, 2005. See Exhibit 10(a)6 herein.
 
                           
 
  #       (e)     10     -   Deferred Compensation Plan for Directors of Mississippi Power Company, Amended and Restated effective January 1, 2000 and Amendment Number One thereto. (Designated in Mississippi Power’s Form 10-K for the year ended December 31, 1999, File No. 0-6849 as Exhibit 10(e)37 and in Mississippi Power’s Form 10-K for the year December 31, 2000, File No. 0-6849 as Exhibit 10(e)30.)
 
                           
 
  #       (e)     11     -   Amended and Restated Southern Company Change in Control Benefits Protection Plan, effective February 28, 2007. See Exhibit 10(a)11 herein.
 
                           
 
  #       (e)     12     -   Southern Company Deferred Compensation Trust Agreement as amended and restated effective January 1, 2001 between Wachovia Bank, N.A., Southern Company, SCS, Alabama Power, Georgia Power, Gulf Power, Mississippi Power, SouthernLINC Wireless, Southern Company Energy Solutions, LLC, and Southern Nuclear. See Exhibit 10(a)15 herein.
 
                           
 
  #       (e)     13     -   Deferred Stock Trust Agreement for Directors of Southern Company and its subsidiaries, dated as of January 1, 2000, between Reliance Trust Company, Southern Company, Alabama Power, Georgia Power, Gulf Power, and Mississippi Power. See Exhibit 10(a)16 herein.
 
                           
 
  #       (e)     14     -   Amended and Restated Deferred Cash Compensation Trust Agreement for Directors of Southern Company and its subsidiaries, effective September 1, 2001, between Wachovia Bank, N.A., Southern Company, Alabama Power, Georgia Power, Gulf Power, and Mississippi Power. See Exhibit 10(a)17 herein.
 
                           
 
  #       (e)     15     -   Southern Company Senior Executive Change in Control Severance Plan effective May 1, 2003. See Exhibit 10(a)20 herein.
 
                           
 
  #   *   (e)     16     -   Base Salaries of Named Executive Officers.
 
                           
 
  #       (e)     17     -   Summary of Non-Employee Director Compensation Arrangements. (Designated in Mississippi Power’s Form 10-K for the year ended December 31, 2004, File No. 001-11229, as Exhibit 10(e)20.)
 
                           
 
  #       (e)     18     -   Form of Restricted Stock Award Agreement. See Exhibit 10(a)24 herein.

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Table of Contents

Southern Power
                     
 
  (f)     1     -   Service contract dated as of January 1, 2001, between SCS and Southern Power. (Designated in Southern Company’s Form 10-K for the year ended December 31, 2001, File No. 1-3526, as Exhibit 10(a)(2).)
 
                   
 
  (f)     2     -   Intercompany Interchange Contract as revised effective May 1, 2007, among Alabama Power, Georgia Power, Gulf Power, Mississippi Power, Southern Power, and SCS. See Exhibit 10(b)1 herein.
 
                   
 
  (f)     3     -   Power Purchase Agreement between Southern Power and Alabama Power dated as of June 1, 2001. (Designated in Registration No. 333-98553 as Exhibit 10.18.)
 
                   
 
  (f)     4     -   Amended and Restated Power Purchase Agreement between Southern Power and Georgia Power at Plant Autaugaville dated as of August 6, 2001. (Designated in Registration No. 333-98553 as Exhibit 10.19.)
 
                   
 
  (f)     5     -   Contract for the Purchase of Firm Capacity and Energy between Southern Power and Georgia Power dated as of July 26, 2001. (Designated in Registration No. 333-98553 as Exhibit 10.21.)
 
                   
 
  (f)     6     -   Power Purchase Agreement between Southern Power and Georgia Power at Plant Goat Rock dated as of March 30, 2001. (Designated in Registration No. 333-98553 as Exhibit 10.22.)
 
                   
 
  (f)     7     -   Purchase and Sale Agreement, by and between CP Oleander, LP and CP Oleander I, Inc., as Sellers, Constellation Power, Inc. and SP Newco I LLC and SP Newco II LLC, as Purchasers, and Southern Power, as Purchaser’s Parent, for the Sale of Partnership Interests of Oleander Power Project, LP, dated as of April 8, 2005. (Designated in Form 8-K dated June 7, 2005, File No. 333-98553, as Exhibit 2.1)
 
                   
 
  (f)     8     -   Multi-Year Credit Agreement dated as of July 7, 2006 by and among Southern Power, the Lenders (as defined therein), Citibank, N.A., as Administrative Agent, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as Initial Issuing Bank and Amendment Number One thereto. (Designated in Southern Power’s Form 10-Q for the quarter ended June 30, 2006, File No. 333-98553, as Exhibit 10(f)1 and in Form 10-Q for the quarter ended June 30, 2007, File No. 333-98553, as Exhibit 10(f)2.) (Omits schedules and exhibits. Southern Power agreed to provide supplementally the omitted schedules and exhibits to the SEC upon request.)
 
                   
 
  (f)     9     -   Purchase and Sale Agreement by and between Progress Genco Ventures, LLC and Southern Power Company – DeSoto LLC dated May 8, 2006. (Designated in Form 8-K dated May 31, 2006, File No. 333-98553, as Exhibit 2.1.) (Omits schedules and exhibits. Southern Power agreed to provide supplementally the omitted schedules and exhibits to the SEC upon request.) (Southern Power requested confidential treatment for certain portions of this document pursuant to an application for confidential treatment sent to the SEC. Southern Power omitted such portions from the filing and filed them separately with the SEC.)
 
                   
 
  (f)     10     -   Assignment and Assumption Agreement between Southern Power Company – Desoto LLC and Southern Power effective May 24, 2006. (Designated in Form 8-K dated May 31, 2006, File No. 333-98553, as Exhibit 2.2.)
 
                   
 
  (f)     11     -   Purchase and Sale Agreement by and between Progress Genco Ventures, LLC and Southern Power Company – Rowan LLC dated May 8, 2006. (Designated in Southern Power’s Form 10-Q for the quarter ended June 30, 2006, File No. 333-98553, as Exhibit 10(f)4.) (Omits schedules and exhibits. Southern Power agrees to provide supplementally

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Table of Contents

                     
 
                  the omitted schedules and exhibits to the SEC upon request.) (Southern Power requested confidential treatment for certain portions of this document pursuant to an application for confidential treatment sent to the SEC. Southern Power omitted such portions from the filing and filed them separately with the SEC.)
 
                   
 
  (f)     12     -   Assignment and Assumption Agreement between Southern Power Company – Rowan LLC and Southern Power effective May 24, 2006. (Designated in Southern Power’s Form 10-Q for the quarter ended June 30, 2006, File No. 333-98553, as Exhibit 10(f)5.)
             
(14)   Code of Ethics
 
           
    Southern Company
 
           
 
      (a)   -   The Southern Company Code of Ethics. (Designated in Southern Company’s Form 10-K for the year ended December 31, 2003, File No. 1-3526, as Exhibit 14(a).)
 
           
    Alabama Power
 
           
 
      (b)   -   The Southern Company Code of Ethics. See Exhibit 14(a) herein.
 
           
    Georgia Power
 
           
 
      (c)   -   The Southern Company Code of Ethics. See Exhibit 14(a) herein.
 
           
    Gulf Power
 
           
 
      (d)   -   The Southern Company Code of Ethics. See Exhibit 14(a) herein.
 
           
    Mississippi Power
 
           
 
      (e)   -   The Southern Company Code of Ethics. See Exhibit 14(a) herein.
 
           
    Southern Power
 
           
 
      (f)   -   The Southern Company Code of Ethics. See Exhibit 14(a) herein.
 
           
(21)   Subsidiaries of Registrants
 
           
    Southern Company
 
           
 
  * (a)   -   Subsidiaries of Registrant.
 
           
    Alabama Power
 
           
 
      (b)   -   Subsidiaries of Registrant. See Exhibit 21(a) herein.
 
           
    Georgia Power
 
           
 
      (c)   -   Subsidiaries of Registrant. See Exhibit 21(a) herein.
 
           
    Gulf Power
 
           
 
      (d)   -   Subsidiaries of Registrant. See Exhibit 21(a) herein.
 
           
    Mississippi Power

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      (e)   -   Subsidiaries of Registrant. See Exhibit 21(a) herein.
 
           
    Southern Power
 
           
        Omitted pursuant to General Instruction I(2)(b) of Form 10-K.
 
           
(23)   Consents of Experts and Counsel
 
           
    Southern Company
 
           
 
  * (a) 1   -   Consent of Deloitte & Touche LLP.
 
           
    Alabama Power
 
           
 
  * (b) 1   -   Consent of Deloitte & Touche LLP.
 
           
    Georgia Power
 
           
 
  * (c) 1   -   Consent of Deloitte & Touche LLP.
 
           
    Gulf Power
 
           
 
  * (d) 1   -   Consent of Deloitte & Touche LLP.
 
           
    Mississippi Power
 
           
 
  * (e) 1   -   Consent of Deloitte & Touche LLP.
 
           
    Southern Power
 
           
 
  * (f) 1   -   Consent of Deloitte & Touche LLP.
 
           
             
(24)   Powers of Attorney and Resolutions
 
           
    Southern Company
 
           
 
  * (a)   -   Power of Attorney and resolution.
 
           
    Alabama Power
 
           
 
  * (b)   -   Power of Attorney and resolution.
 
           
    Georgia Power
 
           
 
  * (c)   -   Power of Attorney and resolution.
 
           
    Gulf Power
 
           
 
  * (d)   -   Power of Attorney and resolution.
 
           
    Mississippi Power
 
           
 
  * (e)   -   Power of Attorney and resolution.
 
           
    Southern Power
 
           
 
  * (f)   -   Power of Attorney and resolution.

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

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(32)   Section 906 Certifications
 
           
    Southern Company
 
           
 
  * (a)   -   Certificate of Southern Company’s Chief Executive Officer and Chief Financial Officer required by Section 906 of the Sarbanes-Oxley Act of 2002.
 
           
    Alabama Power
 
           
 
  * (b)   -   Certificate of Alabama Power’s Chief Executive Officer and Chief Financial Officer required by Section 906 of the Sarbanes-Oxley Act of 2002.
 
           
    Georgia Power
 
           
 
  * (c)   -   Certificate of Georgia Power’s Chief Executive Officer and Chief Financial Officer required by Section 906 of the Sarbanes-Oxley Act of 2002.
 
           
    Gulf Power
 
           
 
  * (d)   -   Certificate of Gulf Power’s Chief Executive Officer and Chief Financial Officer required by Section 906 of the Sarbanes-Oxley Act of 2002.
 
           
    Mississippi Power
 
           
 
  * (e)   -   Certificate of Mississippi Power’s Chief Executive Officer and Chief Financial Officer required by Section 906 of the Sarbanes-Oxley Act of 2002.
 
           
    Southern Power
 
           
 
  * (f)   -   Certificate of Southern Power’s Chief Executive Officer and Chief Financial Officer required by Section 906 of the Sarbanes-Oxley Act of 2002.

E-17

Exhibit 10(a)3

DEFERRED COMPENSATION PLAN FOR

OUTSIDE DIRECTORS OF THE SOUTHERN COMPANY

Amended and Restated Effective January 1, 2008


SECTION 1

Purpose and Adoption of Plan

1.1 Adoption

The Southern Company previously established the Deferred Compensation Plan for Directors of The Southern Company. The Plan was last amended and restated effective July 15, 2002. The Plan has been amended from time to time including this good faith amendment and restatement effective January 1, 2008 to comply with Code Section 409A. Except as otherwise provided herein and consistent with Sections 1.2 and 1.3, the terms of the Plan as in effect prior to the effective date of this Plan shall continue to be applicable to deferrals made pursuant to the Plan prior to January 1, 2008.

1.2 Pre-2005 Deferrals

Compensation paid to Directors and deferred under the Plan prior to January 1, 2005 shall be treated by Southern as not subject to Section 409A of the Code and therefore "grandfathered." The Account balance (plus earnings thereon) of the "grandfathered" deferrals shall only be subject to the provisions of the Plan in effect prior to January 1, 2005. In accordance with transition rules under Section 409A of the Code, Internal Revenue Service Notice 2005-1, and any other applicable guidance from the Department of Treasury, the provisions of the prior Plan are only intended to preserve the rights and features of the "grandfathered" deferrals and are, therefore, not intended to be "materially modified" with respect to any aspect of such rights and features. Provisions of the prior Plan should be so construed whenever necessary or appropriate.

1.3 409A Good Faith Period

For the period from January 1, 2005 to December 31, 2008, the Plan shall be administered in good faith compliance with Section 409A of the Code. At a time and in a manner determined by the Committee, Directors shall make timely elections to conform to the Plan's terms effective on and after January 1, 2008.
Such elections shall be made prior to January 1, 2008 and shall apply to elections to defer Cash Compensation and/or Stock Retainer subject to Section 409A of the Code on and after January 1, 2005. In particular, such elections shall establish the form and timing of commencement of distribution of amounts in Deferred Compensation Accounts pursuant to a new Distribution Election. Such elections are intended to meet the transition requirements of Section 409A of the Code, Internal Revenue Service Notice 2005-1 and other related guidance promulgated by the Department of Treasury.

SECTION 2

Definitions

2.1 "Beneficial Ownership" means beneficial ownership within the meaning of Rule 13d-3 promulgated under the Exchange Act.

2.2 "Board" or "Board of Directors" means the Board of Directors of the Company.


2.3 "Business Combination" means a reorganization, merger or consolidation or sale of Southern with another corporation or an entity treated as a corporation for placecountry-regionUnited States federal income tax purposes.

2.4 "Cash Compensation" means the annual retainer fees and meeting fees payable to a Director in cash.

2.5 "Code" means the Internal Revenue Code of 1986, as amended, or any successor statute.

2.6 "Committee" means the Governance Committee of the Board, or such other committee as may be designated by the Board to be responsible for administering the Plan.

2.7 "Common Stock" means the common stock of Southern, including any shares into which it may be split, subdivided, or combined.

2.8 "Company" means Southern Company or any successor thereto.

2.9 "Compensation Payment Date" means the date on which compensation, including Cash Compensation and the Stock Retainer, is payable to a Director or compensation which would otherwise be payable to a Director if an election to defer such compensation had not been made.

2.10 "Consummation" means the completion of the final act necessary to complete a transaction as a matter of law, including, but not limited to, any required approvals by the corporation's shareholders and board of directors, the transfer of legal and beneficial title to securities or assets and the final approval of the transaction by any applicable domestic or foreign governments or agencies.

2.11 "Control" means, in the case of a corporation, Beneficial Ownership of more than 50% of the combined voting power of the corporation's Voting Securities, or in the case of any other entity, Beneficial Ownership of more than 50% of such entity's voting equity interests.

2.12 "Deferred Cash Trust" means the Deferred Cash Compensation Trust for Directors of The Southern Company and its Subsidiaries.

2.13 "Deferred Compensation Account" means the Prime Rate Investment Account, the Phantom Stock Investment Account, the Deferred Stock Account and/or the Stock Dividend Investment Account.

2.14 "Deferred Stock Account" means the bookkeeping account established under Section 7.3 on behalf of a Director and includes shares of Common Stock credited thereto to reflect the reinvestment of dividends pursuant to Section 7.3(a)(iii).

2.15 "Deferred Stock Trust" means the Deferred Stock Trust for Directors of The Southern Company and its Subsidiaries.

2.16 "Director" means a member of the Board.

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2.17 "Distribution Election" means the designation by a Director of the manner of distribution of the amounts and quantities held in the Director's Deferred Compensation Accounts upon the director's termination from the Board pursuant to Section 6.3.

2.18 "Effective Date" of the amendment and restatement means January 1, 2008.

2.19 "Employee" means an employee of Southern or any of its subsidiaries that are "employing companies" as defined in the Southern Company Deferred Compensation Plan as amended and restated effective January 1, 2005, and as may be amended from time to time thereafter.

2.20 "Exchange Act" means the Securities Exchange Act of 1934, as amended.

2.21 "Funding Change in Control" means any of the following:

(a) The Consummation of an acquisition by any Person of Beneficial Ownership (during the 12-month period ending on the date of the most recent acquisition by such Person) of 35% or more of Southern's Voting Securities; provided, however, that for purposes of this subsection (a), the following acquisitions of Southern's Voting Securities shall not constitute a Funding Change in Control:

(i) any acquisition directly from Southern,

(ii) any acquisition by Southern,

(iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by Southern or any corporation controlled by Southern,

(iv) any acquisition by a qualified pension plan or publicly held mutual fund,

(v) any acquisition by an employee of Southern or its subsidiary or affiliate, or Group composed exclusively of such employees, or

(vi) any Business Combination which would not otherwise constitute a Funding Change in Control because of the application of clauses (i), (ii) and (iii) of this Section 2.21(a);

(b) The date a majority of members of the Board is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Board before the date of the appointment or election;

(c) The Consummation of a Business Combination, unless, following such Business Combination, all of the following three conditions are met:

(i) all or substantially all of the individuals and entities who held Beneficial Ownership, respectively, of Southern's Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, 50% or more of the combined voting power of the Voting Securities of the corporation surviving or resulting

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from such Business Combination, (including, without limitation, a corporation which as a result of such transaction holds Beneficial Ownership of all or substantially all of Southern's Voting Securities or all or substantially all of Southern's assets) (such surviving or resulting corporation to be referred to as "Surviving Company"), in substantially the same proportions as their ownership, immediately prior to such Business Combination, of Southern's Voting Securities;

(ii) no Person (excluding any corporation resulting from such Business Combination, any qualified pension plan, publicly held mutual fund, Group composed exclusively of employees or employee benefit plan (or related trust) of Southern, its subsidiaries, or Surviving Company) holds Beneficial Ownership, directly or indirectly, of 35% or more of the combined voting power of the then outstanding Voting Securities of Surviving Company except to the extent that such ownership existed prior to the Business Combination; and

(iii) the majority of the members of the board of directors of Surviving Company during the 12-month period following the Business Combination were members of the Southern Board of Directors at the earlier of the date of execution of the initial agreement, or of the action of the Southern Board of Directors providing for such Business Combination or such members of the board of directors of the Surviving Company are directors whose appointment or election was endorsed by a majority of the members of such Southern Board of Directors.

2.22 "Funding Event" shall mean the occurrence of any of the following events as administratively determined by the Southern Committee:

(a) The Company has entered into a written agreement, such as, but not limited to, a letter of intent, which, if Consummated, would result in a Funding Change in Control;

(b) The Company or any other Person publicly announces an intention to take or to consider taking actions which, if Consummated, would result in a Funding Change in Control under circumstances where the Consummation of the announced action or intended action is legally and financially possible;

(c) Any Person acquires Beneficial Ownership of fifteen percent (15%) or more of the Common Stock; or

(d) The Board elects to otherwise fund the Deferred Cash Trust and Deferred Stock Trust in accordance with the provisions of Section 9.

2.23 "Group" has the meaning set forth in Section 14(d) of the Exchange Act.

2.24 "Incumbent Board" means those individuals who constitute the Southern board of directors as of January 1, 2008, plus any individual who shall become a director subsequent to such date whose election or nomination for election by Southern's shareholders was approved by a vote of at least 75% of the directors then comprising the Incumbent Board. Notwithstanding the foregoing, no individual who shall become a director of the Southern board of directors subsequent to January 1, 2008, whose initial assumption of office

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occurs as a result of an actual or threatened election contest (within the meaning of Rule 14a-11 of the regulations promulgated under the Exchange Act) with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Southern board of directors shall be a member of the Incumbent Board.

2.25 "Market Value" means the average of the high and low prices of the Common Stock, as published in the Wall Street Journal in its report of New York Stock Exchange composite transactions, on the date such Market Value is to be determined, as specified herein (or the average of the high and low sale prices on the trading day immediately preceding such date if the Common Stock is not traded on the New York Stock Exchange on such date).

2.26 "Modification Delay" means that the election shall not take effect until twelve (12) months after the date the election is made, the payment which is the subject of the election shall be deferred five (5) years from the date previously elected by the Director, and where applicable in the case of a payment made pursuant to a fixed schedule or specified time, the election must be made at least twelve (12) months prior to the time payment is scheduled to be made.

2.27 "Outside Directors Stock Plan" means the Outside Directors Stock Plan for The Southern Company and Its Subsidiaries, effective May 26, 2004 in accordance with its terms, as may be amended from time-to-time.

2.28 "Participant" means a Director or former Director who has an unpaid Deferred Compensation Account balance under the Plan.

2.29 "Participating Companies" means those companies that are affiliated with the Company whose boards of directors have authorized the establishment of trust(s) for the funding of their respective directors' Deferred Compensation Accounts under their respective Deferred Compensation Plans for Directors, including the Plan as maintained by the Company for its Directors.

2.30 "Person" means any individual, entity or group within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act.

2.31 "Phantom Stock Investment Account" means the bookkeeping account established pursuant to Section 7.2 in which a Director may elect to defer Cash Compensation or make investments, and includes amounts credited thereto to reflect the reinvestment of dividends.

2.32 "Plan" means the Deferred Compensation Plan for Outside Directors of The Southern Company from time-to-time in effect.

2.33 "Plan Period" means the period designated in Section 5.

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2.34 "Preliminary Change in Control" means the occurrence of any of the following as determined by the Southern Committee:

(a) The Company has entered into a written agreement, such as, but not limited to, a letter of intent, which, if Consummated, would result in a Southern Change in Control;

(b) The Company or any Person publicly announces an intention to take or to consider taking actions which, if Consummated, would result in a Southern Change in Control under circumstances where the Consummation of the announced action or intended action is legally and financially possible;

(c) Any Person becomes the Beneficial Owner of fifteen percent (15%) or more of the Common Stock.

2.35 "Prime Interest Rate" means the prime rate of interest as published in the Wall Street Journal or its successor on the 1st day of each quarter.

2.36 "Prime Rate Investment Account" means the bookkeeping account established pursuant to Section 7.1 in which a Director may elect to defer Cash Compensation or make investments, the investment return on which is computed at the Prime Interest Rate.

2.37 "Separation from Service" means a ceasing of the obligation to provide service as a Director.

2.38 "Southern" means Southern Company.

2.39 "Southern Change in Control" means any of the following:

(a) The Consummation of an acquisition by any Person of Beneficial Ownership of 20% or more of Southern's Voting Securities; provided, however, that for purposes of this subsection (a), the following acquisitions of Southern's Voting Securities shall not constitute a Change in Control:

(i) any acquisition directly from Southern,

(ii) any acquisition by Southern,

(iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by Southern or any corporation controlled by Southern,

(iv) any acquisition by a qualified pension plan or publicly held mutual fund,

(v) any acquisition by an Employee or Group composed exclusively of Employees, or

(vi) any Business Combination which would not otherwise constitute a Change in Control because of the application of clauses
(i), (ii) and (iii) of Section 2.39(a) of this Schedule;

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(b) A change in the composition of Southern's board of directors whereby individuals who constitute the Incumbent Board cease for any reason to constitute at least a majority of Southern's board of directors; or

(c) Consummation of a Business Combination, unless, following such Business Combination, all of the following three conditions are met:

(i) all or substantially all of the individuals and entities who held Beneficial Ownership, respectively, of Southern's Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, 65% or more of the combined voting power of the Voting Securities of the corporation surviving or resulting from such Business Combination, (including, without limitation, a corporation which as a result of such transaction holds Beneficial Ownership of all or substantially all of Southern's Voting Securities or all or substantially all of Southern's assets) (such surviving or resulting corporation to be referred to as "Surviving Company"), in substantially the same proportions as their ownership, immediately prior to such Business Combination, of Southern's Voting Securities;

(ii) no Person (excluding any corporation resulting from such Business Combination, any qualified pension plan, publicly held mutual fund, Group composed exclusively of employees or employee benefit plan (or related trust) of Southern, its subsidiaries, or Surviving Company) holds Beneficial Ownership, directly or indirectly, of 20% or more of the combined voting power of the then outstanding Voting Securities of Surviving Company except to the extent that such ownership existed prior to the Business Combination; and

(iii) at least a majority of the members of the board of directors of Surviving Company were members of the Incumbent Board at the earlier of the date of execution of the initial agreement, or of the action of the Southern board of directors, providing for such Business Combination.

2.40 "Southern Committee" means a committee comprised of the Chairman of the Board, the Chief Financial Officer of the Company and the General Counsel of the Company.

2.41 "Stock Dividend Investment Account" means the bookkeeping account(s) established pursuant to Section 7.4 on behalf of a Director that is credited with shares of stock, other than Common Stock, paid as a dividend on shares of Common Stock.

2.42 "Stock Retainer" means the portion of the Director's retainer fee that is required to be paid to the Director in Common Stock pursuant to the Outside Directors Stock Plan. Such amount may be denominated in dollars and/or shares of Common Stock.

2.43 "Transferred Amount" means an amount (a) equal to the value of a Director's accounts under the applicable deferred compensation plan for directors of Alabama Power Company, Georgia Power Company, Gulf Power Company, or Mississippi Power Company and (b) which has been transferred to the Plan in connection with the Director's transfer from the board of directors of Alabama Power Company, Georgia Power Company, Gulf Power Company, or Mississippi Power Company to the Board.

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2.44 "Trust Administrator" means the individual or committee that is established in the Deferred Stock Trust and the Deferred Cash Trust, to administer such trusts on behalf of the Participating Companies.

2.45 "Voting Securities" means the outstanding voting securities of a corporation entitling the holder thereof to vote generally in the election of such corporation's directors.

Where the context requires, words in the masculine gender shall include the feminine gender, words in the singular shall include the plural, and words in the plural shall include the singular.

SECTION 3

Purpose

The Plan provides Directors with an opportunity to defer compensation paid to them on and after January 1, 2008 until a date following their Separation from Service as a member of the Board.

SECTION 4

Eligibility

An individual who serves as a Director and is not otherwise actively employed by the Company or any of its subsidiaries or affiliates is eligible to participate in the Plan.

SECTION 5

Plan Periods

Except as pertains to a Director's initial Plan Period, all Plan Periods shall be on a calendar year basis. The initial Plan Period applicable to any person elected to the Board who was not a Director on the preceding December 31, shall begin on the first day of the quarter next following the effective date of the Director's election to the Board where timing permits the transfer of Director compensation data for purposes of administration of an initial deferral election under this Section 5. Notwithstanding the preceding sentence, the initial Plan Period under this amended and restated Plan for Directors serving as of the Effective Date shall begin January 1, 2008.

SECTION 6

Elections

6.1 Cash Compensation

(a) Prior to the beginning of a Plan Period, a Director may direct that payment of all or any portion of Cash Compensation that otherwise would be paid to the Director for the Plan Period, be deferred in amounts as designated by the Director, and credited to (i) a Prime Rate Investment Account, (ii) a Phantom

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Stock Investment Account, or (iii) a Deferred Stock Account. With respect to a Director's initial Plan Period, such direction to defer shall be made in a timely manner prior to the commencement of the Plan Period in accordance with requirements established by the Committee consistent with Section 5. Upon the Director's Separation from Service from the Board of Directors, such deferred compensation and accumulated investment return held in the Director's Deferred Compensation Accounts shall be distributed to the Director in accordance with the Director's Distribution Election and the provisions of Section 8.

(b) (i) An election to defer Cash Compensation is irrevocable for a Plan Period. Such an election shall continue from Plan Period to Plan Period unless the Director changes his election to defer Cash Compensation payable in a future Plan Period prior to the beginning of such future Plan Period.

(ii) The Participant may transfer all or a portion of his Deferred Compensation Account(s) to another Deferred Compensation Account(s) as provided below. No transfer of amounts between investment options shall be permitted under the Plan except during a window period and in accordance with requirements which may be designated by the Committee. The length and timing of each window period, the restrictions and procedures for transfer, the valuation of transferred Deferred Compensation Accounts or portions of Deferred Compensation Accounts, and the effective date of such transfers shall be determined by the Committee. In no event prior to a Director's Separation of Service from the Board may the Committee permit the transfer of a Participant's Stock Retainer. Notwithstanding the preceding sentence, a transfer of a Participant's Stock Retainer may occur after a Director's Separation from Service from the Board as determined by the Committee.

(c) Cash Compensation deferred under this Section 6.1 shall be invested in Deferred Compensation Accounts as directed by the Director in accordance with procedures established by the Committee prior to the Compensation Payment Date.

6.2 Stock Retainer

Director compensation designated as Stock Retainer shall be credited to the Director's Deferred Stock Account as of the Compensation Payment Date. Upon the Director's Separation from Service from the Board of Directors, such compensation and accumulated investment return held in the Director's Deferred Stock Account shall be distributed to the Director in accordance with the Director's Distribution Election and the provisions of Section 8.

6.3 Distribution Election

(a) Except as set forth in Section 6.3(b), prior to the initial establishment of a Deferred Compensation Account for a Director, the Director must elect that upon Separation from Service from the Board of Directors the values and quantities held in the Directors Deferred Compensation Accounts be distributed to the Director, pursuant to the provisions of Section 8 in a single lump sum or in a series of annual installments not to exceed ten (10). The time for the commencement of distributions shall be elected by the Director and shall not be later than the first day of the month coinciding with or next following

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the second anniversary of termination of Board membership. Notwithstanding the foregoing, a Director may elect to modify his distribution election under this
Section 6.3 provided that such modification is subject to the requirements of the Modification Delay.

(b) In the event of a Director's Separation from Service from the Board with Deferred Compensation Accounts established under Section 7.5, the Transferred Amounts and accumulated investment return held in the Accounts shall be distributed to the Director in accordance with the Director's distribution election in effect under the applicable deferred compensation plan for directors of Alabama Power Company, Georgia Power Company, Gulf Power Company, or Mississippi Power Company on the date the Director transferred to the Board, and the provisions of Section 8, unless such election is changed pursuant to Section 6.3(a).

6.4 Beneficiary Designation

A Director or former Director may designate a beneficiary to receive distributions from the Plan in accordance with the provisions of Section 8 upon the death of the Director. The beneficiary designation may be changed by a Director or former Director at any time, and without the consent of the prior beneficiary.

6.5 Form of Election

All elections pursuant to the provisions of this Section 6 of the Plan shall be made in writing to the Secretary of the Company or Assistant Secretary of the Company or such other person designated by the Committee on a form or forms available upon request.

SECTION 7

Accounts

7.1 Prime Rate Investment Account

A Prime Rate Investment Account shall be established for each Director electing deferral of Cash Compensation for investment at the Prime Interest Rate. The amount directed by the Director to such account shall be credited to it as of the Compensation Payment Date, as applicable, and credited thereafter with interest computed using the Prime Interest Rate. Interest shall be computed from the date such compensation is credited to the account and compounded quarterly at the end of each calendar quarter. The Prime Interest Rate in effect on the first day of a calendar quarter shall be deemed the Prime Interest Rate in effect for that entire quarter. Interest shall accrue and compound on any balance until the amount credited to the account is fully distributed.

7.2 Phantom Stock Investment Account

The Phantom Stock Investment Account established for each Director electing deferral of Cash Compensation for investment at the Common Stock investment rate shall be credited with the number of shares (including fractional shares rounded to the nearest ten-thousandth) of Common Stock which could have been purchased on the Compensation Payment Date as determined by

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dividing the applicable compensation by the Market Value on such date. On the date of the payment of dividends on the Common Stock, the Director's Phantom Stock Investment Account shall be credited with additional shares (including fractional shares rounded to the nearest ten-thousandth) of Common Stock, as follows:

(a) In the case of cash dividends, such additional shares as would have been purchased as of the Common Stock dividend record date as if the credited shares had been outstanding on such date and dividends reinvested thereon under the Southern Company Southern Investment Plan;

(b) In the case of dividends payable in property other than cash or Common Stock, such additional shares as could be purchased at the Market Value as of the date of payment with the fair market value of the property which would have been payable if the credited shares had been outstanding; and

(c) In the case of dividends payable in Common Stock, such additional shares as would have been payable on the credited shares as if they had been outstanding.

7.3 Deferred Stock Account

(a) A Director's Deferred Stock Account will be credited:

(i) with the number of shares of Common Stock (rounded to the nearest ten thousandth of a share) determined by dividing the sum of the amount of Cash Compensation subject to deferral or investment in the Deferred Stock Account and the Stock Retainer (that is denominated in dollars), by the average price paid by the Trustee of the Deferred Stock Trust for shares of Common Stock with respect to the Compensation Payment Date as reported by the Trustee, or, if the Trustee shall not at such time purchase any shares of Common Stock, by the Market Value on such date;

(ii) as of the date on which the Stock Retainer (that is denominated in shares of Common Stock) is paid, with the number of shares of Common Stock payable to the Director as his Stock Retainer; and

(iii) as of each date on which dividends are paid on the Common Stock, with the number of shares of Common Stock (rounded to the nearest ten thousandth of a share) determined by multiplying the number of shares of Common Stock credited in the Director's Deferred Stock Account on the dividend record date, by the dividend rate per share of Common Stock, and dividing the product by the price per share of Common Stock attributable to the reinvestment of dividends on the shares of Common Stock held in the Deferred Stock Trust on the applicable dividend payment date or, if the Trustee of the Deferred Stock Trust has not reinvested in shares of Common Stock on the applicable dividend reinvestment date, the product shall be divided by the Market Value on the dividend payment date.

(b) If Southern enters into transactions involving stock splits, stock dividends, reverse splits or any other recapitalization transactions, the number of shares of Common Stock credited to a Director's Deferred Stock Account will be adjusted (rounded to the nearest ten thousandth of a share) so that the

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Director's Deferred Stock Account reflects the same equity percentage interest in Southern after the recapitalization as was the case before such transaction. Notwithstanding the preceding sentence and in any event, any adjustment shall comply with the requirements of Section 409A of the Code.

(c) If at least a majority of Southern's stock is sold or exchanged by its shareholders pursuant to an integrated plan for cash or property (including stock of another corporation) or if substantially all of the assets of Southern are disposed of and, as a consequence thereof, cash or property is distributed to Southern's shareholders, each Director's Deferred Stock Account will, to the extent not already so credited under this Section 7.3, be (i) credited with the amount of cash or property receivable by a Southern shareholder directly holding the same number of shares of Common Stock as is credited to such Director's Deferred Stock Account and (ii) debited by that number of shares of Common Stock surrendered by such equivalent Southern shareholder. Notwithstanding the preceding sentence and in any event, any adjustment shall comply with the requirements of Section 409A of the Code.

(d) Each Director who has a Deferred Stock Account also shall be entitled to provide directions to the Trust Administrator to vote the Common Stock in his account in the Deferred Stock Trust with respect to any matter presented for a vote to the shareholders of Southern. Such Trust Administrator shall arrange for distribution to all Directors in a timely manner of all communications directed generally to the Southern shareholders as to which their votes are solicited.

7.4 Stock Dividend Investment Account

(a) A Director's Stock Dividend Investment Account will be credited as of the date on which a dividend is paid in stock other than Common Stock to the Company's common stockholders with the number of shares of such other corporation's stock receivable by such Southern common stockholder. Thereafter, if dividends are paid on the above-described non-Common Stock dividends, such subsequent dividends shall be credited in the same manner as described in
Section 7.3(a)(iii).

(b) Each Director who has a Stock Dividend Investment Account also shall be entitled to provide directions to the Trust Administrator to vote the applicable corporation's common stock held by the Deferred Stock Trust with respect to any matter presented for a vote to such corporation's shareholders. The Trust Administrator shall arrange for distribution to all Directors in a timely manner of all communications directed generally to the applicable corporation's shareholders as to which their votes are solicited.

7.5 Transferred Amounts

(a) As soon as administratively practicable, the Company shall establish for a Director transferring to the Board from Alabama Power Company, Georgia Power Company, Gulf Power Company, or Mississippi Power Company, such Deferred Compensation Accounts as are necessary to implement Section 7.5(b).

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(b) Any Transferred Amounts will be credited to the Deferred Compensation Account(s) established that are comparable to the deferred compensation accounts to which such amounts were credited under the applicable deferred compensation plan for directors of Alabama Power Company, Georgia Power Company, Gulf Power Company, or Mississippi Power Company, as soon as administratively practicable following the date the Transferred Amounts are transferred to the Plan. Thereafter, the Transferred Amounts shall be credited with investment returns as applicable under this Section 7 of the Plan.

SECTION 8

Distributions

8.1 Manner of Distribution

Upon the Separation from Service of a Director's membership on the Board the amount credited to a Director's Deferred Compensation Accounts will be paid to the Director or his beneficiary, as applicable, in the following manner:

(a) the amount credited to a Director's Prime Rate Investment Account and Phantom Stock Investment Account shall be paid in cash;

(b) the amount credited to a Director's Deferred Stock Account shall, except as otherwise provided in Section 7.3 and Section 10.5, or to the extent the Company is otherwise, in the reasonable judgment of the Committee, precluded from doing so, be paid in shares of Common Stock (with any fractional share interest therein paid in cash to the extent of the then Market Value thereof); and

(c) the amount credited to a Stock Dividend Investment Account shall, except as otherwise provided in Section 10.5, be paid from the assets in the Deferred Stock Trust in shares of the applicable corporation, provided however if there is not a sufficient number of shares held in the Trust, the remainder shall be paid in cash based upon the Market Value of such shares.

Such payments shall be from the general assets of the Company (including the Deferred Cash Trust and the Deferred Stock Trust) in accordance with this Section 8.

Notwithstanding the foregoing, in the event the Company enters into an agreement described in Section 8.3 with respect to a Director prior to the Director's Separation from Service as a Director, the Company shall have no obligation to make distributions to the Director under this Section 8.1 in connection with such Director's Separation from Service of membership on the Board.

8.2 Timing of Distribution(s)

Deferred amounts shall be paid in the form of (i) a lump sum payment, or (ii) in approximately equal annual installments, as elected by the Director pursuant to the provisions of Section 6.3. Such payments shall be made (or shall commence) as soon as practicable following the Separation from Service of Board membership except that such period shall not exceed ninety (90) days as

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permitted by Code Section 409A or, if so elected by the Director in the Distribution Election, up to twenty-four (24) months following such Separation from Service.

If at the time of a Director's Separation from Service of Board membership, his Deferred Compensation Accounts have a cumulative balance of less than the limit in effect under Section 402(g)(1)(B) of the Internal Revenue Code, the balance of the Deferred Compensation Accounts may be distributed in a single lump sum payment.

If the Director elected to receive annual installments, the first installment shall be equal to the balance in the Director's Deferred Compensation Accounts on such date divided by the number of annual installment payments. Each subsequent annual payment shall be an amount equal to the balance in the Director's Deferred Compensation Accounts on the date of payment divided by the number of remaining annual payments and shall be paid on the anniversary of the preceding date of payment.

The Market Value of any shares of Common Stock credited to a Director's Phantom Stock Investment Account shall be determined as of a day of the month immediately preceding the date of any lump sum or installment distribution as determined by the Committee.

Upon the death of a Director, or a former Director prior to the payment of all amounts credited to the Director's Deferred Compensation Accounts, the unpaid balance shall be paid in a lump sum to the designated beneficiary of such Director or former Director within sixty (60) days of the date of death as permitted by Code Section 409A. In the event a beneficiary designation has not been made, or the designated beneficiary is deceased or cannot be located, payment shall be made to the estate of the Director or former Director. The Market Value of any shares of Common Stock credited to a Director's Phantom Stock Investment Account shall be determined as of a day of the month immediately preceding the date of any lump sum or installment distribution as determined by the Committee.

8.3 Transfers in Lieu of Distribution

If the Company enters into a written agreement with a subsidiary, affiliate or former affiliate of the Company under which the subsidiary, affiliate or former affiliate assumes the liability for a Director's benefits accrued under the Plan in connection with, but prior to such Director's Separation from Service from the Board and the Director either has been or will be elected to the board of directors of such subsidiary, affiliate or former affiliate of the Company, the liability for the Director's benefits which have accrued under the Plan as of the date the Director Separates from Service from the Board shall be transferred from the Company to the subsidiary, affiliate or former affiliate of the Company, and the Company shall have no further obligation to make any distributions to the Director under Section 8.1 or any other section herein. For the avoidance of doubt, the event described in the preceding sentence shall not constitute a distribution event whereby deferred amounts under the Plan are paid to the Director in accordance with this Section 8.

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SECTION 9

Funding Change in Control and Other Special Provisions

9.1 Funding Change in Control

Notwithstanding any other terms of the Plan to the contrary, following a Funding Event, the provisions of this Section 9 shall apply to the payment of benefits under the Plan with respect to any Director who is a Participant on such date.

9.2 Funding of Trusts

The Deferred Cash Trust and the Deferred Stock Trust (collectively "Trusts") have been established to hold assets of the Participating Companies under certain circumstances as a reserve for the discharge of the Company's obligations under the Plan. In the event of a Funding Event involving a Funding Change in Control, the Company shall be obligated to immediately contribute such amounts to the Trusts as may be necessary to fully fund all benefits payable under the Plan in accordance with the procedures set forth in Section 9.3 hereof. In addition, in order to provide the added protections for certain individuals in accordance with Paragraph 7(b) of the Deferred Cash Trust and Paragraph 7(c) of the Deferred Stock Trust, the Company may fund the Trusts prior to a Funding Event of the Company in accordance with the terms of the Trusts. All assets held in the Trusts remain subject only to the claims of the Participating Companies' general creditors whose claims against the Participating Companies are not satisfied because of the Participating Companies' bankruptcy or insolvency (as those terms are defined in the Trusts). No Participant has any preferred claim on, or beneficial ownership interest in, any assets of the Trusts before the assets are paid to the Participant and all rights created under the Trusts, as under the Plan, are unsecured contractual claims of the Participant against the Company.

9.3 Funding Timing and Dispute Resolution

As soon as practicable following a Funding Event, the Company shall contribute to each Trust an amount based upon the funding strategy adopted by the Trust Administrator with the assistance of an appointed actuary necessary to fulfill the Company's obligations pursuant to this Section 9. In the event of a dispute over such actuary's determination with respect to either or both Trusts, the Company and any complaining Participant(s) shall refer such dispute to an independent, third party actuarial consultant, chosen by the Company and such Participant. If the Company and the Participant cannot agree on an independent, third party actuarial consultant, the actuarial consultant shall be chosen by lot from an equal number of actuaries submitted by the Company and the applicable Trustee. Any such referral shall only occur once in total and the determination by the third- party actuarial consultant shall be final and binding upon both parties. The Company shall be responsible for all of the fees and expenses of the independent actuarial consultant.

9.4 Lump Sum Payment

In the event of a Funding Change in Control, notwithstanding anything to the contrary in the Plan, upon a Director's Separation from Service from the Board, that amount in the Deferred Compensation Plan Account(s) of a Participant

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who was a Director determined as of the date of such Funding Change in Control shall be paid out in a lump sum provided that such Separation from Service occurred within two calendar years of the Funding Change in Control. The lump sum payment shall be made within ninety (90) days of such Separation from Service as permitted by Code Section 409A.

SECTION 10

General Provisions

10.1 In the event that the Company shall decide to establish an advance accrual reserve on its books against the future expense of payments from any Deferred Compensation Accounts, such reserve shall not under any circumstances be deemed to be an asset of this Plan but, at all times, shall remain a part of the general assets of the Company, subject to claims of the Company's creditors.

10.2 A person entitled to any amount under this Plan shall be a general unsecured creditor of the Company with respect to such amount. Furthermore, a person entitled to a payment or distribution with respect to a Deferred Compensation Account shall have a claim upon the Company only to the extent of the balance in his Deferred Compensation Accounts.

10.3 The Company will pay all commissions, fees, and expenses that may be incurred in operating the Plan.

10.4 The Company will pay its prorated share of all commissions, fees, and expenses that may be incurred in operating any trust(s) established under the Plan (including the Deferred Stock Trust and the Deferred Cash Trust).

10.5 Notwithstanding any other provision of this Plan:

(a) elections under this Plan may only be made by Directors while they are directors of the Company (with the exception of the designation of beneficiaries); and

(b) distributions otherwise payable to a Director in the form of Common Stock or other corporation's stock shall be delayed and/or instead paid in cash in an amount equal to the fair market value thereof if such payment in stock would violate any federal or State securities laws (including Section 16(b) of the Securities Exchange Act of 1934, as amended) and/or rules and regulations promulgated thereunder.

10.6 Directors, their legal representatives, and their beneficiaries shall have no right to anticipate, alienate, sell, assign, transfer, pledge or encumber their interests in the Plan, nor shall such interests be subject to attachment, garnishment, levy or execution by or on behalf of creditors of the Directors or of their beneficiaries.

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SECTION 11

Administration

11.1 General Provisions

The Committee shall administer the Plan in accordance with its terms and shall have all powers necessary to carry out the provisions of the Plan as may be more particularly set forth herein. The Committee shall interpret the Plan and shall determine all questions arising in the administration, interpretation, and application of the Plan. Any such determination by the Committee shall be conclusive and binding on all persons. The Committee shall be the Plan's agent for service of process.

The Committee may delegate to such officers, employees, or departments of the Company or Southern, such authority, duties, and responsibilities of the Committee as it, in its sole discretion, considers necessary or appropriate for the proper and efficient operation of the Plan, including, without limitation,
(i) interpretation of the Plan, (ii) approval and payment of claims, and (iii) establishment of procedures for administration of the Plan.

11.2 Claims Process

If a claim for benefits under the Plan is denied, in whole or in part, the Committee will provide a written notice of the denial within a reasonable period of time, but not later than 90 days after the claim is received. If special circumstances require more time to process the claim, the Committee will issue a written explanation of the special circumstances prior to the end of the 90 day period and a decision will be made as soon as possible, but not later than 180 days after the claim is received.

The written notice of claim denial will include:

o Specific reasons why the claim was denied;

o Specific references to applicable provisions of the Plan document or other relevant records or papers on which the denial is based, and information about where a Participant or his or her beneficiary may see them;

o A description of any additional material or information needed to process the claim, and an explanation of why such material or information is necessary;

o An explanation of the claims review procedure, including the time limits applicable to such procedure, as well as a statement notifying the Participant or his or her beneficiary of their right to file suit if the claim for benefits is denied, in whole or in part, on review.

Upon request, a Participant or his or her beneficiary will be provided without charge, reasonable access to, and copies of, all non-confidential documents that are relevant to any denial of benefits. A claimant has 60 days from the day he or she receives the original denial to request a review. Such request must be made in writing and sent to the Committee. The request should

17

state the reasons why the claim should be reviewed and may also include evidence or documentation to support the claimant's position.

The Committee will reconsider the claimant's claim, taking into account all evidence, documentation, and other information related to the claim and submitted on the claimant's behalf, regardless of whether such information was submitted or considered in the initial denial of the claim. The Committee will make a decision within 60 days. If special circumstances require more time for this process, the claimant will receive written explanation of the special circumstances prior to the end of the initial 60 day period and a decision will be sent as soon as possible, but not later than 120 days after the Committee receives the request.

No legal action to recover benefits or enforce or clarify rights under a Plan can be commenced until the Participant or his or her beneficiary has first exhausted the claims and review procedures provided under the Plan.

SECTION 12

Amendment, Termination and Effective Date

12.1 Amendment of the Plan

The Plan may be amended or terminated at any time by the Board of Directors, provided, however, that no such amendment or termination of the Plan shall be effective if such amendment or termination is made or is effective within a period that is (a) six (6) months before, or at any time after, a Preliminary Change in Control and (b) prior to (x) the earlier of such time as the Southern Committee shall have determined that the event that gave rise to such Preliminary Change in Control shall not be Consummated or (y) two years following the Southern Change in Control, unless such amendment or termination during such period has the effect of increasing benefits to Participants under the Plan, is determined by the Board of Directors to be immaterial, or applies solely to Directors who, in the case of a Southern Change in Control, are not Directors on the date of the respective Preliminary Change in Control. Following a Southern Change in Control, nothing in this Section 12.1 shall prevent the Board of Directors from amending or terminating the Plan as to any subsequent Southern Change in Control provided that no such amendment or termination shall impair any rights or reduce any benefits previously accrued under the Plan as a result of a previous Southern Change in Control.

12.2 No Impairment of Benefits

Notwithstanding the provisions of Section 12.1 herein, no amendment to or termination of the Plan shall impair any rights to benefits that have accrued hereunder.

12.3 Section 409A of the Code

All payments of "non-qualified deferred compensation" (within the meaning of Section 409A of the Code), whether or not expressly designated as such, are intended to comply with the requirements of Section 409A, and shall be interpreted in accordance therewith. Neither the Participant nor the Company may accelerate any such deferred payment, except in compliance with Section 409A for

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such events that include but may not be limited to a termination of the Plan.

12.4 Governing Law

This Plan shall be construed in accordance with and governed by the laws of the State of placecountry-regionGeorgia to the extent not inconsistent with the requirement of the Employee Retirement Income Security Act of 1974, as amended, and Section 409A of the Code.

IN WITNESS WHEREOF, the Plan, as amended and restated effective January 1, 2008, has been executed pursuant to resolutions of the Board of Directors of the Company, this 30th day of October, 2007.

THE SOUTHERN COMPANY

By: /s/Patricia L. Roberts

Its: Assistant Secretary

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SCHEDULE OF PROVISIONS FOR PRE-2005 DEFERRALS

SECTION 1

Purpose

1.1 Schedule of Provisions for Pre-2005 Deferrals: This Schedule sets forth the operative provisions of the Plan applicable to "grandfathered" deferrals of Cash Compensation and Stock Retainer made by Participants which are treated by the Company as not subject to Section 409A of the Code. The Deferred Compensation Account balance (plus earnings thereon) of the grandfathered deferrals shall only be subject to the provisions set forth in this Schedule. In accordance with transition rules under Section 409A of the Code, Internal Revenue Service Notice 2005-1, Treasury Regulation Section 1.409A-1 et seq., or any other applicable guidance from the Department of Treasury, these provisions are only intended to preserve the rights and features of the "grandfathered" deferrals and are, therefore, not intended to "materially modify" any aspect of such rights and features. Provisions of this Schedule should be so construed whenever necessary or appropriate. Provisions in this Schedule shall only be amended in accordance with this Schedule's terms.

SECTION 2

Definitions

2.1 "Beneficial Ownership" means beneficial ownership within the meaning of Rule 13d-3 promulgated under the Exchange Act.

2.2 "Board" or "Board of Directors" means the Board of Directors of the Company.

2.3 "Business Combination" means a reorganization, merger or consolidation or sale of Southern with another corporation or an entity treated as a corporation for placecountry-regionUnited States federal income tax purposes.

2.4 "Cash Compensation" means the annual retainer fees and meeting fees payable to a Director in cash.

2.5 "Code" means the Internal Revenue Code of 1986, as amended, or any successor statute.

2.6 "Committee" means the Governance Committee of the Board, or such other committee as may be designated by the Board to be responsible for administering the Plan and this Schedule.

2.7 "Common Stock" means the common stock of Southern, including any shares into which it may be split, subdivided, or combined.

2.8 "Company" means Southern Company or any successor thereto.


2.9 "Compensation Payment Date" means the date on which compensation, including Cash Compensation and the Stock Retainer, is payable to a Director or compensation which would otherwise be payable to a Director if an election to defer such compensation had not been made.

2.10 "Consummation" means the completion of the final act necessary to complete a transaction as a matter of law, including, but not limited to, any required approvals by the corporation's shareholders and board of directors, the transfer of legal and beneficial title to securities or assets and the final approval of the transaction by any applicable domestic or foreign governments or agencies.

2.11 "Control" means, in the case of a corporation, Beneficial Ownership of more than 50% of the combined voting power of the corporation's Voting Securities, or in the case of any other entity, Beneficial Ownership of more than 50% of such entity's voting equity interests.

2.12 "Deferred Cash Trust" means the Deferred Cash Compensation Trust for Directors of The Southern Company and its Subsidiaries.

2.13 "Deferred Compensation Account" means the Prime Rate Investment Account, the Phantom Stock Investment Account, the Deferred Stock Account and/or the Stock Dividend Investment Account applicable to "grandfathered" deferrals of Cash Compensation and Stock Retainer made by Participants which are treated by the Company as not subject to Section 409A of the Code.

2.14 "Deferred Pension Election" means the election by a Director who had a Pension Benefit as of the Termination Date, who made a single one time election, to credit all his Pension Benefit into (i) the Prime Rate Investment Account or (ii) the Phantom Stock Investment Account in connection with the deferral of receipt of the Director's Pension Benefit until termination from the Board.

2.15 "Deferred Stock Account" means the bookkeeping account established under Section 5.3 of this Schedule on behalf of a Director and includes shares of Common Stock credited thereto to reflect the reinvestment of dividends pursuant to Section 5.3(a)(iii) of this Schedule.

2.16 "Deferred Stock Trust" means the Deferred Stock Trust for Directors of The Southern Company and its Subsidiaries.

2.17 "Director" means a member of the Board.

2.18 "Distribution Election" means the designation by a Director of the manner of distribution of the amounts and quantities held in the Director's Deferred Compensation Accounts upon the director's termination from the Board pursuant to Section 6.4 of this Schedule.

2.19 "Employee" means an employee of Southern or any of its subsidiaries that are "employing companies" as defined in the Southern Company Deferred Compensation Plan as amended and restated effective January 1, 2005, and as may be amended from time to time.

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2.20 "Exchange Act" means the Securities Exchange Act of 1934, as amended.

2.21 "Funding Change in Control means any of the following:

(a) The Consummation of an acquisition by any Person of Beneficial Ownership (during the 12-month period ending on the date of the most recent acquisition by such Person) of 35% or more of Southern's Voting Securities; provided, however, that for purposes of this subsection (a), the following acquisitions of Southern's Voting Securities shall not constitute a Funding Change in Control:

(i) any acquisition directly from Southern;

(ii) any acquisition by Southern;

(iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by Southern or any corporation controlled by Southern;

(iv) any acquisition by a qualified pension plan or publicly held mutual fund;

(v) any acquisition by an employee of Southern or its subsidiary or affiliate, or Group composed exclusively of such employees; or

(vi) any Business Combination which would not otherwise constitute a Funding Change in Control because of the application of clauses (i), (ii) and (iii) of this Section 2.21(a);

(b) The date a majority of members of the Southern Board of Directors is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Southern Board of Directors before the date of the appointment or election;

(c) The Consummation of a Business Combination, unless, following such Business Combination, all of the following three conditions are met:

(i) all or substantially all of the individuals and entities who held Beneficial Ownership, respectively, of Southern's Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, 50% or more of the combined voting power of the Voting Securities of the corporation surviving or resulting from such Business Combination, (including, without limitation, a corporation which as a result of such transaction holds Beneficial Ownership of all or substantially all of Southern's Voting Securities or all or substantially all of Southern's assets) (such surviving or resulting corporation to be referred to as "Surviving Company"), in substantially the same proportions as their ownership, immediately prior to such Business Combination, of Southern's Voting Securities;

(ii) no Person (excluding any corporation resulting from such Business Combination, any qualified pension plan, publicly held mutual fund, Group composed exclusively of employees or employee benefit plan
(or related trust) of Southern, its subsidiaries or Surviving Company) holds Beneficial Ownership, directly or indirectly, of 35% or more of

3

the combined voting power of the then outstanding Voting Securities of Surviving Company except to the extent that such ownership existed prior to the Business Combination; and

(iii) the majority of the members of the board of directors of Surviving Company during the 12-month period following the Business Combination were members of the Southern Board of Directors at the earlier of the date of execution of the initial agreement, or of the action of the Southern Board of Directors providing for such Business Combination or such members of the board of directors of the Surviving Company are directors whose appointment or election was endorsed by a majority of the members of such Southern Board of Directors.

2.22 "Funding Event" shall mean the occurrence of any of the following events as administratively determined by the Southern Committee:

(a) The Company has entered into a written agreement, such as, but not limited to, a letter of intent, which, if Consummated, would result in a Funding Change in Control;

(b) The Company or any other Person publicly announces an intention to take or to consider taking actions which, if Consummated, would result in a Funding Change in Control under circumstances where the Consummation of the announced action or intended action is legally and financially possible;

(c) Any Person acquires Beneficial Ownership of fifteen percent (15%) or more of the Common Stock; or

(d) The Southern Board of Directors elects to otherwise fund the Deferred Cash Trust and Deferred Stock Trust in accordance with the provisions of Section 7 of this Schedule.

2.23 "Group" has the meaning set forth in Section 14(d) of the Exchange Act.

2.24 "Incumbent Board" means those individuals who constitute the Southern board of directors as of January 1, 2008, plus any individual who shall become a director subsequent to such date whose election or nomination for election by Southern's shareholders was approved by a vote of at least 75% of the directors then comprising the Incumbent Board. Notwithstanding the foregoing, no individual who shall become a director of the Southern board of directors subsequent to January 1, 2008, whose initial assumption of office occurs as a result of an actual or threatened election contest (within the meaning of Rule 14a-11 of the regulations promulgated under the Exchange Act) with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Southern board of directors shall be a member of the Incumbent Board.

2.25 "Market Value" means the average of the high and low prices of the Common Stock, as published in the Wall Street Journal in its report of New York Stock Exchange composite transactions, on the date such Market Value is to be determined, as specified herein (or the average of the high and low sale prices on the trading day immediately preceding such date if the Common Stock is not traded on the New York Stock Exchange on such date).

4

2.26 "Outside Directors Stock Plan" means the Outside Directors Stock Plan for The Southern Company and Its Subsidiaries, effective May 26, 2004 in accordance with its terms, as may be amended from time-to-time.

2.27 "Participant" means a Director or former Director who has an unpaid Deferred Compensation Account balance under this Schedule.

2.28 "Participating Companies" means those companies that are affiliated with the Company whose boards of directors have authorized the establishment of trust(s) for the funding of their respective directors' Deferred Compensation Accounts under their respective Deferred Compensation Plans for Directors, including the Plan as maintained by the Company for its Directors.

2.29 "Pension Benefit" means the U.S. dollar amount of the actuarially-determined present value of benefits based on a Director's expected service at the required retirement date under The Southern Company Outside Directors Pension Plan, as calculated as of the Termination Date, plus accrued earnings on such amount calculated as if invested at the Prime Interest Rate from the Termination Date, until such amount is invested in Deferred Compensation Accounts.

2.30 "Pension Benefit Investment Date" means the date to be determined by the Committee, as of which the Director's Pension Benefit will be credited to a Deferred Compensation Account in accordance with the director's Deferred Pension Election.

2.31 "Phantom Stock Investment Account" means the bookkeeping account established pursuant to Section 5.2 of this Schedule in which a Director may elect to defer Cash Compensation or make investments, and includes amounts credited thereto to reflect the reinvestment of dividends.

2.32 "Plan" means the Deferred Compensation Plan for Directors of The Southern Company as from time-to-time in effect.

2.33 "Plan Period" means the period designated in Section 4.

2.34 "Person" means any individual, entity or group within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act.

2.35 "Preliminary Change in Control' means the occurrence of any of the following as determined by the Southern Committee:

(a) The Company has entered into a written agreement, such as, but not limited to, a letter of intent, which, if Consummated, would result in a Southern Change in Control;

(b) The Company or any Person publicly announces an intention to take or to consider taking actions which, if Consummated, would result in a Southern Change in Control under circumstances where the Consummation of the announced action or intended action is legally and financially possible;

5

(c) Any Person becomes the Beneficial Owner of fifteen percent (15%) or more of the Common Stock.

2.36 "Prime Interest Rate" means the prime rate of interest as published in the Wall Street Journal, or its successor on the 1st day of each quarter.

2.37 "Prime Rate Investment Account" means the bookkeeping account established pursuant to Section 5.1 of this Schedule in which a Director may elect to defer Cash Compensation or make investments, the investment return on which is computed at the Prime Interest Rate.

2.38 "Southern" means The Southern Company.

2.39 "Southern Change in Control" means any of the following:

(a) The Consummation of an acquisition by any Person of Beneficial Ownership of 20% or more of Southern's Voting Securities; provided, however, that for purposes of this subsection (a), the following acquisitions of Southern's Voting Securities shall not constitute a Change in Control:

(i) any acquisition directly from Southern,

(ii) any acquisition by Southern,

(iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by Southern or any corporation controlled by Southern,

(iv) any acquisition by a qualified pension plan or publicly held mutual fund,

(v) any acquisition by an Employee or Group composed exclusively of Employees, or

(vi) any Business Combination which would not otherwise constitute a Change in Control because of the application of clauses
(i), (ii) and (iii) of Section 2.39(a) of this Schedule;

(b) A change in the composition of Southern's board of directors whereby individuals who constitute the Incumbent Board cease for any reason to constitute at least a majority of Southern's board of directors; or

(c) Consummation of a Business Combination, unless, following such Business Combination, all of the following three conditions are met:

(i) all or substantially all of the individuals and entities who held Beneficial Ownership, respectively, of Southern's Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, 65% or more of the combined voting power of the Voting Securities of the corporation surviving or resulting from such Business Combination, (including, without limitation, a corporation which as a result of such transaction holds Beneficial Ownership of all or substantially all of Southern's Voting Securities or all or substantially all of Southern's assets) (such surviving or

6

resulting corporation to be referred to as "Surviving Company"), in substantially the same proportions as their ownership, immediately prior to such Business Combination, of Southern's Voting Securities;

(ii) no Person (excluding any corporation resulting from such Business Combination, any qualified pension plan, publicly held mutual fund, Group composed exclusively of employees or employee benefit plan (or related trust) of Southern, its subsidiaries, or Surviving Company) holds Beneficial Ownership, directly or indirectly, of 20% or more of the combined voting power of the then outstanding Voting Securities of Surviving Company except to the extent that such ownership existed prior to the Business Combination; and

(iii) at least a majority of the members of the Board were members of the Incumbent Board at the earlier of the date of execution of the initial agreement, or of the action of the Board, providing for such Business Combination.

2.40 "Southern Committee" means a committee comprised of the Chairman of the Board, the Chief Financial Officer of the Company and the General Counsel of the Company.

2.41 "Stock Dividend Investment Account" means the bookkeeping account(s) established pursuant to section 5.4 of this Schedule on behalf of a Director that is credited with shares of stock, other than Common Stock, paid as a dividend on shares of Common Stock.

2.42 "Stock Retainer" means the portion of the retainer fee that the Board has determined to credit to a Director's Deferred Stock Account. Such amount may be denominated in dollars and/or shares of Common Stock.

2.43 "Termination Date" means January 1, 1997, the date as of which The Southern Company Outside Directors Pension Plan was effectively terminated.

2.44 "Transferred Amount" means an amount (a) equal to the value of a Director's accounts under the applicable deferred compensation plan for directors of Alabama Power Company, Georgia Power Company, Gulf Power Company, Mississippi Power Company, or Savannah Electric and Power Company and (b) which has been transferred to the Plan in connection with the Director's transfer from the board of directors of Alabama Power Company, Georgia Power Company, Gulf Power Company, Mississippi Power Company, or Savannah Electric and Power Company to the Board.

2.45 "Transferred Amount Investment Date" means the date as of which a Director's Transferred Amount will be credited to a Deferred Compensation Account in accordance with Section 5.5 of this Schedule.

2.46 "Trust Administrator" means the individual or committee that is established in the Deferred Stock Trust and the Deferred Cash Trust, to administer such trusts on behalf of the Participating Companies.

2.47 "Voting Securities" shall mean the outstanding voting securities of a corporation entitling the holder thereof to vote generally in the election of such corporation's directors.

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Where the context requires, words in the masculine gender shall include the feminine gender, words in the singular shall include the plural, and words in the plural shall include the singular.

SECTION 3

Eligibility

For so long as a Director has a Deferred Compensation Account balance governed by this Schedule, he or she shall be a Participant in the Plan for purposes of this Schedule, and such Deferred Compensation Account balance shall be maintained and administered solely in accordance with the terms of this Schedule.

SECTION 4

Plan Periods

No new deferral elections may be made which are subject to this Schedule.

SECTION 5

Accounts

5.1 Prime Rate Investment Account

A Prime Rate Investment Account shall be established for each Director electing deferral of Cash Compensation for investment at the Prime Interest Rate. The amount directed by the Director to such account shall be credited to it as of the Pension Benefit Investment Date, Compensation Payment Date, or Transferred Amount Investment Date, as applicable, and credited thereafter with interest computed using the Prime Interest Rate. Interest shall be computed from the date such compensation is credited to the account and compounded quarterly at the end of each calendar quarter. The Prime Interest Rate in effect on the first day of a calendar quarter shall be deemed the Prime Interest Rate in effect for that entire quarter. Interest shall accrue and compound on any balance until the amount credited to the account is fully distributed.

5.2 Phantom Stock Investment Account

The Phantom Stock Investment Account established for each Director electing deferral of Cash Compensation for investment at the Common Stock investment rate shall be credited with the number of shares (including fractional shares rounded to the nearest ten-thousandth) of Common Stock which could have been purchased on the Pension Benefit Investment Date, the Compensation Payment Date, or Transferred Amount Investment Date, as applicable, as determined by dividing the applicable compensation by the Market Value on such date. On the date of the payment of dividends on the Common Stock, the Director's Phantom Stock Investment Account shall be credited with additional shares (including fractional shares rounded to the nearest ten-thousandth) of Common Stock, as follows:

8

(a) In the case of cash dividends, such additional shares as would have been purchased as of the Common Stock dividend record date as if the credited shares had been outstanding on such date and dividends reinvested thereon under the Southern Company Southern Investment Plan;

(b) In the case of dividends payable in property other than cash or Common Stock, such additional shares as could be purchased at the Market Value as of the date of payment with the fair market value of the property which would have been payable if the credited shares had been outstanding; and

(c) In the case of dividends payable in Common Stock, such additional shares as would have been payable on the credited shares as if they had been outstanding.

5.3 Deferred Stock Account

(a) A Director's Deferred Stock Account will be credited:

(i) with the number of shares of Common Stock (rounded to the nearest ten thousandth of a share) determined by dividing the sum of the amount of Cash Compensation subject to deferral or investment in the Deferred Stock Account and the Stock Retainer (that is denominated in dollars), by the average price paid by the Trustee of the Deferred Stock Trust for shares of Common Stock with respect to the Pension Benefit Investment Date or the Compensation Payment Date, as applicable, as reported by the Trustee, or, if the Trustee shall not at such time purchase any shares of Common Stock, by the Market Value on such date;

(ii) as of the date on which the Stock Retainer (that is denominated in shares of Common Stock) is paid, with the number of shares of Common Stock payable to the Director as his Stock Retainer; and

(iii) as of each date on which dividends are paid on the Common Stock, with the number of shares of Common Stock (rounded to the nearest ten thousandth of a share) determined by multiplying the number of shares of Common Stock credited in the Director's Deferred Stock Account on the dividend record date, by the dividend rate per share of Common Stock, and dividing the product by the price per share of Common Stock attributable to the reinvestment of dividends on the shares of Common Stock held in the Deferred Stock Trust on the applicable dividend payment date or, if the Trustee of the Deferred Stock Trust has not reinvested in shares of Common Stock on the applicable dividend reinvestment date, the product shall be divided by the Market Value on the dividend payment date.

(b) If Southern enters into transactions involving stock splits, stock dividends, reverse splits or any other recapitalization transactions, the number of shares of Common Stock credited to a Director's Deferred Stock Account will be adjusted (rounded to the nearest ten thousandth of a share) so that the Director's Deferred Stock Account reflects the same equity percentage interest in Southern after the recapitalization as was the case before such transaction.

(c) If at least a majority of Southern's stock is sold or exchanged by its shareholders pursuant to an integrated plan for cash or property (including stock of another corporation) or if substantially all of the assets of Southern

9

are disposed of and, as a consequence thereof, cash or property is distributed to Southern's shareholders, each Director's Deferred Stock Account will, to the extent not already so credited under this Section 5.3, be (i) credited with the amount of cash or property receivable by a Southern shareholder directly holding the same number of shares of Common Stock as is credited to such Director's Deferred Stock Account and (ii) debited by that number of shares of Common Stock surrendered by such equivalent Southern shareholder.

(d) Each Director who has a Deferred Stock Account also shall be entitled to provide directions to the Trust Administrator to vote the Common Stock in his account in the Deferred Stock Trust with respect to any matter presented for a vote to the shareholders of Southern. Such Trust Administrator shall arrange for distribution to all Directors in a timely manner of all communications directed generally to the Southern shareholders as to which their votes are solicited.

5.4 Stock Dividend Investment Account

(a) A Director's Stock Dividend Investment Account will be credited as of the date on which a dividend is paid in stock other than Common Stock to the Company's common stockholders with the number of shares of such other corporation's stock receivable by such Southern common stockholder. Thereafter, if dividends are paid on the above-described non-Common Stock dividends, such subsequent dividends shall be credited in the same manner as described in
Section 5.3(iii) of this Schedule.

(b) Each Director who has a Stock Dividend Investment Account also shall be entitled to provide directions to the Trust Administrator to vote the applicable corporation's common stock held by the Deferred Stock Trust with respect to any matter presented for a vote to such corporation's shareholders. The Trust Administrator shall arrange for distribution to all Directors in a timely manner of all communications directed generally to the applicable corporation's shareholders as to which their votes are solicited.

5.5 Transferred Amounts

(a) As soon as administratively practicable, the Company shall establish for a Director transferring to the Board from Alabama Power Company, Georgia Power Company, Gulf Power Company, Mississippi Power Company, or Savannah Electric and Power Company, such Deferred Compensation Accounts as are necessary to implement Section 5.5 (b) below.

(b) Any Transferred Amounts will be credited to the Deferred Compensation Account(s) established that are comparable to the deferred compensation accounts to which such amounts were credited under the applicable deferred compensation plan for directors of Alabama Power Company, Georgia Power Company, Gulf Power Company, Mississippi Power Company, or Savannah Electric and Power Company, as soon as administratively practicable following the date the Transferred Amounts are transferred to the Plan. Thereafter, the Transferred Amounts shall be credited with investment returns as applicable under this
Section 5 of the Schedule.

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SECTION 6

Distributions

6.1 Upon the termination of a Director's membership on the Board the amount credited to a Director's Deferred Compensation Accounts will be paid to the Director or his beneficiary, as applicable, in the following manner:

(a) the amount credited to a Director's Prime Rate Investment Account and Phantom Stock Investment Account shall be paid in cash;

(b) the amount credited to a Director's Deferred Stock Account shall, except as otherwise provided in Sections 5.3 and 6.7 of this Schedule, or to the extent the Company is otherwise, in the reasonable judgment of the Committee, precluded from doing so, be paid in shares of Common Stock (with any fractional share interest therein paid in cash to the extent of the then Market Value thereof); and

(c) the amount credited to a Stock Dividend Investment Account shall, except as otherwise provided in Section 6.7 of this Schedule, be paid from the assets in the Deferred Stock Trust in shares of the applicable corporation, however if there is not a sufficient number of shares held in the Trust, the remainder shall be paid in cash based upon the Market Value of such shares.

Such payments shall be from the general assets of the Company (including the Deferred Cash Trust and the Deferred Stock Trust) in accordance with this Section 6.

Notwithstanding the foregoing, in the event the Company enters into an agreement described in Section 6.3 of this Schedule with respect to a Director prior to the Director's termination of membership, the Company shall have no obligation to make distributions to the Director under this Section 6.1 in connection with such Director's termination of membership on the Board.

6.2 Unless other arrangements are specified by the Committee on a uniform and nondiscriminatory basis, deferred amounts shall be paid in the form of (i) a lump sum payment, or (ii) in approximately equal annual installments, as elected by the Director pursuant to the provisions of Section 6.4 of this Schedule; provided, however, that payments shall be made only in a single lump sum if payment commences due to termination for cause. Such payments shall be made (or shall commence) as soon as practicable following the termination of Board membership or, if so elected in the Distribution Election, up to twenty-four (24) months following such termination.

In the event a Director elected to receive the balance of his Deferred Compensation Accounts in a lump sum, distribution shall be made on the first day of the month selected by the Director on his Distribution Election, or as soon as reasonably possible thereafter. If the Director elected to receive annual installments, the first payment shall be made on the first day of the month selected by a Director, or as soon as reasonably possible thereafter, and shall be equal to the balance in the Director's Deferred Compensation Accounts on such date divided by the number of annual installment payments. Each subsequent annual payment shall be an amount equal to the balance in the Director's Deferred Compensation Accounts on the date of payment divided by the number of remaining annual payments and shall be paid on the anniversary of the preceding date of payment.

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The Market Value of any shares of Common Stock credited to a Director's Phantom Stock Investment Account shall be determined as of a day of the month immediately preceding the date of any lump sum or installment distribution as determined by the Committee.

Upon the death of a Director, or a former Director prior to the payment of all amounts credited to the Director's Deferred Compensation Accounts, the unpaid balance shall be paid in the sole discretion of the Committee (i) in a lump sum to the designated beneficiary of such Director or former Director within thirty (30) days of the date of death (or as soon as reasonably possible thereafter) or (ii) in accordance with the Distribution Election made by such Director or former Director. In the event a beneficiary designation has not been made, or the designated beneficiary is deceased or cannot be located, payment shall be made to the estate of the Director or former Director. The Market Value of any shares of Common Stock credited to a Director's Phantom Stock Investment Account shall be determined as of a day of the month immediately preceding the date of any lump sum or installment distribution as determined by the Committee.

6.3 If the Company enters into a written agreement with a subsidiary, affiliate or former affiliate of the Company under which the subsidiary, affiliate or former affiliate assumes liability for a Director's benefits accrued under the Schedule in connection with, but prior to, such Director's termination of membership on the Board and the Director either has been or will be elected to the board of directors of such subsidiary, affiliate or former affiliate of the Company, the value of the Director's benefits which have accrued under this Schedule as of the date the Director terminates from the Board shall be transferred from the Company to the subsidiary, affiliate or former affiliate of the Company, and the Company shall have no further obligation to make any distributions to the Director under Section 6.1 of the Schedule or any other section herein.

6.4 Distribution Election

(a) Except as set forth in Sections 6.4(b) and (c) of this Schedule, prior to the initial establishment of a Deferred Compensation Account for a Director, the Director must elect, in writing, that upon termination from the Board of Directors the values and quantities held in the Directors Deferred Compensation Accounts be distributed to the Director, pursuant to the provisions of this Section 6, in a lump sum or in a series of annual installments not to exceed ten (10). The time for the commencement of distribution shall not be later than the first day of the month coinciding with or next following the second anniversary of termination of Board membership.

(b) Any Director who made a Deferred Pension Election made a Distribution Election at the time the Deferred Pension Election was made attributable to the Pension Benefit and any accumulated investment return.

(c) In the event a Director terminates from the Board with Deferred Compensation Accounts established under Section 5.5 of this Schedule, the Transferred Amounts and accumulated investment return held in such Accounts shall be distributed to the Director in accordance with the Director's distribution election in effect under the applicable deferred compensation plan

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for directors of Southern or one of its subsidiaries or affiliates on the date the Director is transferred to the Board and the provisions of this Section 6, unless such election is changed pursuant to Section 6.4(d) below.

(d) Distribution Elections made under Sections 6.4 (a), (b) and (c) above are irrevocable except that a Director may amend any of the Distribution Elections then in effect while the Director is still a director of the Company as required under Section 6.7 of this Schedule and not later than the 361st day prior to the date of the earliest distribution elected and in place under this Schedule. Any amendment to a Director's Distribution Election pursuant to the preceding sentence shall not accelerate the commencement of the Director's distribution to a date which is prior to the 13th month following the date of such amendment. In addition, any amendment to a Distribution Election must be made on a form prescribed by the Committee and delivered to the Secretary or Assistant Secretary of the Company.

6.5 Beneficiary Designation

A Director or former Director may designate a beneficiary to receive distributions under this Schedule in accordance with the provisions of this
Section 6 upon the death of the director. The beneficiary designation may be changed by a Director or former Director at any time, and without the consent of the prior beneficiary.

6.6 Form of Election

All elections pursuant to the provisions of this Section 6 of the Schedule shall be made in writing to the Secretary or Assistant Secretary of the Company on a form or forms available upon request of the Secretary or Assistant Secretary.

6.7 Distribution Limitations

Notwithstanding any other provision of this Schedule: (i) elections under this Schedule may only be made by Directors while they are directors of the Company (with the exception of the designation of beneficiaries), and (ii) distributions otherwise payable to a Director in the form of Common Stock shall be delayed and/or instead paid in cash in an amount equal to the fair market value thereof if such payment in Common Stock would violate any federal or State securities laws (including Section 16(b) of the Securities Exchange Act of 1934, as amended) and/or rules and regulations promulgated thereunder.

SECTION 7

Change in Control and Other Special Provisions

7.1 Notwithstanding any other terms of this Schedule to the contrary, following a Funding Event or a Preliminary Change in Control as the case may be, the provisions of this Section 7 shall apply to the payment of benefits under this Schedule with respect to any Director who is a Participant on such date.

7.2 The Deferred Cash Trust and the Deferred Stock Trust (collectively "Trusts") have been established to hold assets of the Participating Companies under certain circumstances as a reserve for the discharge of the Company's obligations under the Schedule. In the event of a Funding Event involving a

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Funding Change in Control, the Company shall be obligated to immediately contribute such amounts to the Trusts as may be necessary to fully fund all benefits payable under this Schedule in accordance with the procedures set forth in Section 7.3 hereof. In addition, in order to provide the added protections for certain individuals in accordance with Paragraph 7(b) of the Deferred Cash Trust and Paragraph 7(c) of the Deferred Stock Trust, the Company may fund the Trusts prior to a Funding Change in Control of the Company in accordance with the terms of the Trusts. All assets held in the Trusts remain subject only to the claims of the Participating Companies' general creditors whose claims against the Participating Companies are not satisfied because of the Participating Companies' bankruptcy or insolvency (as those terms are defined in the Trusts). No Participant has any preferred claim on, or beneficial ownership interest in, any assets of the Trusts before the assets are paid to the Participant and all rights created under the Trusts, as under this Schedule, are unsecured contractual claims of the Participant against the Company.

7.3 As soon as practicable following a Funding Event, the Company shall contribute an amount based upon the funding strategy adopted by the Trust Administrator with the assistance of an appointed actuary necessary to fulfill the Company's obligations pursuant to this Section 7. In the event of a dispute over such actuary's determination, the Company and any complaining Participant(s) shall refer such dispute to an independent, third party actuarial consultant, chosen by the Company and such Participant. If the Company and the Participant cannot agree on an independent, third party actuarial consultant, the actuarial consultant shall be chosen by lot from an equal number of actuaries submitted by the Company and the applicable Trustee. Any such referral shall only occur once in total and the determination by the third-party actuarial consultant shall be final and binding upon both parties. The Company shall be responsible for all of the fees and expenses of the independent actuarial consultant.

7.4 In the event of a Southern Change in Control, notwithstanding anything to the contrary in this Schedule, upon termination as a Director, that amount in the Deferred Compensation Plan Account(s) of a Participant who was a Director determined as of such Change in Control shall be paid out in a lump sum if such Participant makes an election pursuant to procedures established by the Trust Administrator, in its sole and absolute discretion. If no such election is made, the Director shall receive payment of his Accounts solely in accordance with Section 6 of this Schedule.

SECTION 8

Miscellaneous Provisions

8.1 Except for Sections 11.1 and 11.2 of the main body of the Plan, Sections 9, 10 and 11 of the main body of the Plan are hereby incorporated by reference into this Schedule. Any amendment to Sections 9, 10 and 11 of the main body of the Plan shall operate as an amendment to Sections 9, 10 and 11 of the Schedule except that Section 8.2 below shall set forth the sole method for amending and/or terminating this Schedule.

8.2 Subject to Section 8.1, this Schedule may be amended or terminated at any time by the Board in its sole discretion at any time and from time to time by written resolution expressly modifying this Schedule provided, however, that no such amendment or termination shall impair any rights to any benefits

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that have accrued hereunder, and further provided that no such amendment or termination of the Plan shall be effective if such amendment or termination is made or is effective within a period that is (a) six (6) months before, or at any time after, a Preliminary Change in Control and (b) prior to (x) the earlier of such time as the Southern Committee shall have determined that the event that gave rise to such Preliminary Change in Control shall not be Consummated or (y) two years following the Southern Change in Control, unless such amendment or termination during such period has the effect of increasing benefits to Participants under the Plan, is determined by the Board of Directors to be immaterial, or applies solely to Directors, who in the case of a Southern Change in Control are not Directors on the date of the Southern Change in Control. Following a Southern Change in Control, nothing in this Section 8.2 shall prevent the Board of Directors from amending or terminating the Schedule as to any subsequent Southern Change in Control provided that no such amendment or termination shall impair any rights or reduce any benefits previously accrued under the Schedule as a result of a previous Southern Change in Control. It is the Company's intent that any modification to this Schedule shall not constitute nor shall it be interpreted to be a "material modification" of any right or feature of this Schedule as such term is defined under Section 409A of the Code, Internal Revenue Service Notice 2005-1, Treasury Regulation Section 1.409A-1 et seq., or any subsequent guidance promulgated by the Treasury Department, unless the Schedule is amended contemporaneously to comply with Code Section 409A.

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Exhibit 10(a)8

AMENDED AND RESTATED

CHANGE IN CONTROL AGREEMENT

THIS AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT ("Agreement") made and entered into by and between The Southern Company ("Southern"), Southern Company Services, Inc. (the "Company") and Mr. G. Edison Holland ("Mr. Holland") (hereinafter collectively referred to as the "Parties") is effective January 1, 2007. This Agreement amends and restates the Amended and Restated Change in Control Agreement entered into by Mr. Holland, Southern and the Company, effective June 1, 2004.

WITNESSETH:

WHEREAS, Mr. Holland is the Executive Vice President and General Counsel of the Company;

WHEREAS, the Company wishes to provide to Mr. Holland certain severance benefits under certain circumstances following a change in control (as defined herein) of Southern or the Company;

NOW, THEREFORE, in consideration of the premises, and the agreements of the Parties set forth in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

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ARTICLE 1 - DEFINITIONS.

For purposes of this Agreement, the following terms shall have the following meanings:

1.1 "Annual Compensation" shall mean Mr. Holland's Base Salary plus Target Bonus under the Company's Short Term Bonus Plan.

1.2 "Base Salary" shall mean Mr. Holland's highest annual base salary rate during the twelve (12) month period immediately preceding the date the Change in Control is Consummated.

1.3 "Beneficial Ownership" shall mean beneficial ownership within the meaning of Rule 13d-3 promulgated under the Exchange Act.

1.4 "Benefit Index" shall mean the Hewitt Associates' Benefit Index(r), or if such index is no longer available, cannot be used, or if pursuant to Section 1.5 hereof another Benefits Consultant has been chosen by the Compensation Committee, such other comparable index utilized by the Benefits Consultant.

1.5 "Benefits Consultant" shall mean Hewitt Associates or such other nationally recognized employee benefits consulting firm as shall be designated in writing by the Compensation Committee upon the occurrence of a Preliminary Change in Control that would result in a Subsidiary Change in Control.

1.6 "Board of Directors" shall mean the board of directors of the Company.

1.7 "Business Combination" shall mean a reorganization, merger or consolidation of Southern or sale or other disposition of all or substantially all of the assets of Southern.

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1.8 "Change in Control" shall mean,

(a) with respect to Southern, the occurrence of any of the following:

(i) The Consummation of an acquisition by any Person of Beneficial Ownership of 20% or more of Southern's Voting Securities; provided, however, that for purposes of this Section 1.8(a)(i) the following acquisitions of Southern's Voting Securities shall not constitute a Change in Control:

(A) any acquisition directly from Southern;

(B) any acquisition by Southern;

(C) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by Southern or any Southern Subsidiary;

(D) any acquisition by a qualified pension plan or publicly held mutual fund;

(E) any acquisition by an employee of Southern or a Southern Subsidiary, or Group composed exclusively of such employees; or

(F) any Business Combination which would not otherwise constitute a Change in Control because of the application of clauses (A), (B) or (C) of Section 1.8(a)(iii);

(ii) A change in the composition of the Southern Board whereby individuals who constitute the Incumbent Board cease for any reason to constitute at least a majority of the Southern Board; or

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(iii) The Consummation of a Business Combination, unless, following such Business Combination, all of the following three conditions are met:

(A) all or substantially all of the individuals and entities who held Beneficial Ownership, respectively, of Southern's Voting Securities immediately prior to such Business Combination hold Beneficial Ownership, directly or indirectly, of 65% or more of the combined voting power of the Voting Securities of the corporation surviving or resulting from such Business Combination, (including, without limitation, a corporation which as a result of such Business Combination holds Beneficial Ownership of all or substantially all of Southern's Voting Securities or all or substantially all of Southern's assets) (such surviving or resulting corporation to be referred to as "Surviving Company"), in substantially the same proportions as their ownership, immediately prior to such Business Combination, of Southern's Voting Securities;

(B) no Person (excluding any qualified pension plan, publicly held mutual fund, Group composed exclusively of Employees or employee benefit plan (or related trust) of Southern, any Southern Subsidiary or Surviving Company) holds Beneficial Ownership, directly or indirectly, of 20% or more of the combined voting power of the then outstanding Voting Securities of Surviving Company except to the extent that such ownership existed prior to the Business Combination; and

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(C) at least a majority of the members of the board of directors of Surviving Company were members of the Incumbent Board on the date of the Preliminary Change in Control.

(b) with respect to the Company, the occurrence of any of the following:

(i) The Consummation of an acquisition by any Person of Beneficial Ownership of 50% or more of the combined voting power of the then outstanding Voting Securities of the Company; provided, however, that for purposes of this Section 1.8(b)(i), any acquisition by Mr. Holland, any other employee of Southern or a Southern Subsidiary, or Group composed entirely of such employees, any qualified pension plan, any publicly held mutual fund or any employee benefit plan (or related trust) sponsored or maintained by Southern or any Southern Subsidiary shall not constitute a Change in Control;

(ii) The Consummation of a reorganization, merger or consolidation of the Company ("Company Business Combination"), in each case, unless, following such Company Business Combination, Southern or a Southern Subsidiary Controls the corporation surviving or resulting from such Company Business Combination; or

(iii) The Consummation of the sale or other disposition of all or substantially all of the assets of the Company to an entity which Southern or a Southern Subsidiary does not Control ("Subsidiary Change in Control").

1.9 "COBRA Coverage" shall mean any continuation coverage to which Mr. Holland or his dependents may be entitled pursuant to Code Section 4980B.

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1.10 "Code" shall mean the Internal Revenue Code of 1986, as amended.

1.11 "Common Stock" shall mean the common stock of Southern.

1.12 "Company" shall mean Southern Company Services, Inc., its successors and assigns.

1.13 "Compensation Committee" shall mean the Compensation and Management Succession Committee of the Southern Board.

1.14 "Consummation" shall mean the completion of the final act necessary to complete a transaction as a matter of law, including, but not limited to, any required approvals by the corporation's shareholders and board of directors, the transfer of legal and beneficial title to securities or assets and the final approval of the transaction by any applicable domestic or foreign governments or governmental agencies.

1.15 "Control" shall mean, in the case of a corporation, Beneficial Ownership of more than 50% of the combined voting power of the corporation's Voting Securities, or in the case of any other entity, Beneficial Ownership of more than 50% of such entity's voting equity interests.

1.16 "Economic Equivalent" or "Economic Equivalence" shall have the meaning set forth in Section 1.23(f) hereof.

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1.17 "Employee Outplacement Program" shall mean the program established by the Company from time to time for the purpose of assisting employees in finding employment outside of the Company which provides for the following services: (a) self assessment, career decision and goal setting; (b) job market research and job sources; (c) networking and interviewing skills; (d) planning and implementation strategy; (e) resume writing, job hunting methods and salary negotiation; and (f) office support and job search resources.

1.18 "Company" shall mean Southern Company Services, Inc., its successors and assigns.

1.19 "Company Business Combination" shall have the meaning set forth in
Section 1.8(b)(ii) hereof.

1.20 "Equity Based Bonus Plan" shall mean a plan or arrangement that provides for the grant to participants of stock options, restricted stock, stock appreciation rights, phantom stock, phantom stock appreciation rights or any other similar rights the terms of which provide a participant with the potential to receive the benefit of any increase in value of the underlying equity or notional amount (e.g., number of phantom shares) from the date of grant through a subsequent date.

1.21 "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.

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1.22 "Executive Employee" shall mean those employees of the Company of Grade Level 10 or above.

1.23 "Good Reason" shall mean, without Mr. Holland's express written consent, after written notice to the Company, and after a thirty (30) day opportunity for the Company to cure, the continuing occurrence of any of the events described in Subsections (a)(i), (b)(i), (c)(i), (d)(i) or (d)(ii) of this Section 1.23. In the case of Mr. Holland claiming benefits under this Agreement upon a Subsidiary Change in Control, the foregoing notice and opportunity to cure will be satisfied if Mr. Holland provides to the Compensation Committee a copy of his written offer of employment by the acquiring company within thirty (30) days of such offer along with a written explanation describing how the terms of such offer satisfy the requirements of Subsections (a)(ii), (b)(ii), (c)(ii), (d)(iii) or (e) of this Section 1.23. The Compensation Committee shall make a determination of whether such written offer of employment satisfies the requirements of Sections 1.23(a)(ii), (b)(ii),
(c)(ii), (d)(iii) or (e) hereof upon consultation with the Benefits Consultant and shall notify Mr. Holland of its decision within thirty (30) days of receipt of Mr. Holland's written offer of employment. Any dispute regarding the Compensation Committee's decision shall be resolved in accordance with Article III hereof.

(a) Inconsistent Duties.

(i) Change in Control. A meaningful and detrimental alteration in Mr. Holland's position or in the nature or status of his responsibilities from those in effect immediately prior to the Change in Control.

(ii) Subsidiary Change in Control. In the event of a Subsidiary Change in Control, Good Reason shall exist if Mr. Holland is offered employment with the acquiring employer with a job title, duties and

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status which are materially and detrimentally lower than Mr. Holland's job title, duties and status in effect at the Company as of the date the offer of employment is received.

(b) Reduced Compensation.

(i) Change in Control. A reduction of five percent (5%) or more by the Company in any of the following amounts of compensation expressed in subparagraphs (A), (B) or (C) hereof, except for a less than ten percent (10%), across-the-board reduction in such compensation amounts similarly affecting ninety-five percent (95%) or more of the Executive Employees eligible for such compensation:

(A) Mr. Holland's Base Salary;

(B) the sum of Mr. Holland's Base Salary plus Target Bonus under the Company's Short Term Bonus Plan, as in effect on the day immediately preceding the day the Change in Control is Consummated; or

(C) the sum of Mr. Holland's Base Salary plus Target Bonus under the Company's Short Term Bonus Plan and Long Term Bonus Plan plus the Target Bonus under the Company's Equity Based Bonus Plan, each of which as in effect on the day immediately preceding the day the Change in Control is Consummated.

(ii) Subsidiary Change in Control. In the event of a Subsidiary Change in Control, Good Reason shall exist if Mr. Holland is offered

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Base Salary, Target Bonus under the acquiring company's Short Term Bonus Plan and Long Term Bonus Plan and Target Bonus under the acquiring company's Equity Based Bonus Plan that, in the aggregate, is less than ninety percent (95%) of Mr. Holland's Base Salary plus Target Bonus under the Company's Short Term Bonus Plan and Long Term Bonus Plan, plus Target Bonus under the Company's Equity Based Bonus Plan, each of which as in effect on the day the offer of employment is received;

(c) Relocation.

(i) Company. A change in Mr. Holland's work location to a location more than fifty (50) miles from the facility where Mr. Holland was located on the day immediately preceding the day the Change in Control is Consummated, unless such new work location is within fifty (50) miles of Mr. Holland's principal place of residence on the day immediately preceding the day the Change in Control is Consummated. The acceptance, if any, by Mr. Holland of employment by the Company at a work location which is outside the fifty mile radius set forth in this Section 1.23(c) shall not be a waiver of Mr. Holland's right to refuse subsequent transfer by the Company to a location which is more than fifty (50) miles from Mr. Holland's principal place of residence on the day immediately preceding the day the Change in Control is Consummated, and such subsequent nonconsensual transfer shall be "Good Reason" under this Agreement;

(ii) Subsidiary Change in Control. In the case of a Subsidiary Change in Control, Good Reason shall exist if Mr. Holland's work location under the terms of the offer of employment from the acquiring employer is more than fifty (50) miles from Mr. Holland's work

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location at the Company as of the date the offer of employment by the acquiring employer is received.

(d) Benefits and Perquisites.

(i) Change in Control - Retirement and Welfare Benefits. The taking of any action by the Company that would directly or indirectly cause a Material Reduction in the Retirement and Welfare Benefits to which Mr. Holland is entitled under the Company's Retirement and Welfare Benefit plans in which Mr. Holland was participating on the day immediately preceding the day the Change in Control is Consummated.

(ii) Vacation and Paid Time Off. The failure by the Company to provide Mr. Holland with the number of paid vacation days or, if applicable, paid time off days to which Mr. Holland is entitled on the basis of years of service with the Company in accordance with the Company's normal vacation policy or the paid time off program (whichever applicable) in effect on the day immediately preceding the day the Change in Control is Consummated (except for across-the-board vacation policy or paid time off program changes or policy or program terminations similarly affecting at least ninety-five percent (95%) of all Executive Employees of the Company).

(iii) Subsidiary Change in Control. In the event of a Subsidiary Change in Control, Good Reason shall exist if Mr. Holland is offered a package of Retirement and Welfare Benefits by the acquiring employer that is not Economically Equivalent, as determined under Sections 1.23(f) and (g) hereof.

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(e) Adoption of Severance Agreement. In the event of a Subsidiary Change in Control, Good Reason shall exist if the offer of employment by the acquiring employer does not include an agreement to enter into a severance agreement substantially in the form of Exhibit B attached hereto.

(f) Economic Equivalence. For purposes of Section 1.23(d)(iii) above, an acquiring employer's package of Retirement and Welfare Benefits shall be considered Economically Equivalent if, in the written opinion of the Benefits Consultant, the anticipated, employer-provided value of what Mr. Holland is expected to derive from the acquiring employer's Retirement and Welfare Benefits is equal to or greater than ninety percent (90%) of such value Mr. Holland would have derived from the Company's Retirement and Welfare Benefits using the Benefit Index.

(g) Benefit Index Guidelines. For purposes of Section 1.23(f) above, the following guidelines shall be followed by the Company, the acquiring employer and the Benefits Consultant in the performance of the Benefit Index calculations:

(i) Upon a Preliminary Change in Control that if Consummated would result in a Subsidiary Change in Control, the Company and the acquiring employer shall provide to the Benefits Consultant the applicable benefit plan provisions for the plan year in which the Subsidiary Change in Control is anticipated to occur. Plan provisions for the immediately preceding plan year may be provided if the Benefits Consultant determines that there have been no changes to such plans that would materially affect the determination of Economic Equivalence. If the acquiring employer's relevant plan provisions have

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not previously been included in the Benefits Consultant's Benefit Index database, the acquiring employer shall provide to the Benefits Consultant such plan information as the Benefits Consultant shall request in writing as soon as practicable following such request. The Compensation Committees shall take such action as is reasonably required to facilitate the transfer of such information from the acquiring employer to the Benefits Consultant.

(ii) The standard Benefit Index assumptions for the plan year from which the plan provisions are taken shall be used.

(iii) The Company shall provide to the Benefit Consultant actual data for its Employees.

(iv) The determination of whether or not the acquiring employer's Retirement and Welfare Benefits are Economically Equivalent to the Retirement and Welfare Benefits provided to Mr. Holland by the Company shall be determined on an aggregate basis. All assessments shall consider all benefits in total and no individual-by-individual, plan-by-plan determination of Economic Equivalence shall be made.

1.24 "Group" shall have the meaning set forth in Section 14(d) of the Exchange Act.

1.25 "Group Health Plan" shall mean the group health plan covering Mr. Holland, as such plan may be amended from time to time.

1.26 "Group Life Insurance Plan" shall mean the group life insurance plan covering Mr. Holland, as such plan may be amended from time to time.

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1.27 "Incumbent Board" shall mean those individuals who constitute the Southern Board as of February 23, 2006, plus any individual who shall become a director subsequent to such date whose election or nomination for election by Southern's shareholders was approved by a vote of at least 75% of the directors then comprising the Incumbent Board. Notwithstanding the foregoing, no individual who shall become a director of the Southern Board subsequent to February 23, 2006 whose initial assumption of office occurs as a result of an actual or threatened election contest (within the meaning of Rule 14a-11 of the Regulations promulgated under the Exchange Act) with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Southern Board shall be a member of the Incumbent Board.

1.28 "Long Term Bonus Plan" shall mean any bonus type plan or arrangement designed to provide incentive based compensation to participants upon the achievement of objective or subjective goals that measure performance over a period of more than twelve months.

1.29 "Month of Service" shall mean any calendar month during which Mr. Holland has worked at least one (1) hour or was on approved leave of absence while in the employ of the Company or any other Southern Subsidiary.

1.30 "Material Reduction" shall mean (i) any change in a retirement plan or arrangement that has the effect of reducing the present value of the projected benefits to be provided to Mr. Holland by five percent (5%) or more, (ii) any five percent (5%) or more reduction in medical, health and accident and disability benefits as a percentage of premiums or premium equivalents in accordance with the Company's prior practice as measured over a period of the three previous plan years from the date the Change in Control is Consummated, or
(iii) any five percent (5%) or more reduction in employer matching funds as a

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percentage of employee contributions in accordance with the Company's prior practice measured over a period of the previous three plan years from the date the Change in Control is Consummated.

1.31 "Omnibus Plan" shall mean the Southern Company Omnibus Incentive Compensation Plan, and the Design and Administrative Specifications duly adopted thereunder, as in effect on the date a Change in Control is Consummated.

1.32 "Pension Plan" shall mean The Southern Company Pension Plan or any successor thereto, as in effect on the date a Change in Control is Consummated.

1.33 "Performance Dividend Program" or "PDP" shall mean the Performance Dividend Program under the Omnibus Plan or any replacement thereto, as in effect on the date a Change in Control is Consummated.

1.34 "Performance Pay Program" or "PPP" shall mean the Performance Pay Program under the Omnibus Plan or any replacement thereto, as in effect on the date a Change in Control is Consummated.

1.35 "Person" shall mean any individual, entity or group within the meaning of Section 13(d)(3) or 14(d)(2) of Exchange Act.

1.36 "Preliminary Change in Control" shall mean the occurrence of any of the following as administratively determined by the Southern Committee.

(a) Southern or the Company has entered into a written agreement, such as, but not limited to, a letter of intent, which, if Consummated, would result in a Change in Control;

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(b) Southern, the Company or any Person publicly announces an intention to take or to consider taking actions which, if Consummated, would result in a Change of Control under circumstances where the Consummation of the announced action or intended action is legally and financially possible;

(c) Any Person achieves the Beneficial Ownership of fifteen percent (15%) or more of the Common Stock; or

(d) The Southern Board or the Board of Directors has declared that a Preliminary Change of Control has occurred.

1.37 "Retirement and Welfare Benefits" shall mean benefits provided by the following types of plans and arrangements: pension plans, defined contribution plans (matched savings, profit sharing, money purchase, ESOP, and similar plans and arrangements), plans providing for death benefits while employed or retired (life insurance, survivor income, and similar plans and arrangements), plans providing for short-term disability benefits (including accident and sick time), plans providing for long-term disability benefits, plans providing health-care benefits (including reimbursements during active employment or retirement related to expenses for medical, vision, hearing, dental, and similar plans and arrangements).

1.38 "Separation Date" shall mean the date on which Mr. Holland's employment with the Company is terminated; provided, however, that solely for purposes of Section 2.2(c) hereof, if, upon termination of employment with the Company, Mr. Holland is deemed to have retired pursuant to the provisions of
Section 2.3 hereof, Mr. Holland's Separation Date shall be the effective date of his retirement pursuant to the terms of the Pension Plan.

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1.39 "Short Term Bonus Plan" shall mean any bonus type plan or arrangement designed to provide incentive based compensation to participants upon the achievement of objective or subjective goals that measure performance over a period of twelve months or less.

1.40 "Southern" shall mean The Southern Company, its successors and assigns.

1.41 "Southern Board" shall mean the board of directors of Southern.

1.42 "Southern Committee" shall mean the committee comprised of the Chairman of the Southern Board, the Chief Financial Officer of Southern and the General Counsel of Southern.

1.43 "Southern Subsidiary" shall mean any corporation or other entity Controlled by Southern or another Southern Subsidiary.

1.44 "Subsidiary Change in Control" shall have the meaning set forth in
Section 1.8(b)(iii) hereof.

1.45 "Target Bonus" shall mean the amount of incentive compensation expressed as either a percent of salary or pay, an expected dollar amount, the number of awards granted or such other quantifiable measure to determine the amount to be paid or awards granted under the terms of the respective Short Term Bonus Plan, Long Term Bonus Plan or Equity Based Bonus Plan, as used by the Company or respective acquiring employer to measure the market competitiveness of its employee compensation programs.

1.46 "Termination for Cause" or "Cause" shall mean Mr. Holland's termination of employment with the Company upon the occurrence of any of the following:

(a) The willful and continued failure by Mr. Holland to substantially perform his duties with the Company (other than any such failure resulting from Mr. Holland's Total Disability or from Mr. Holland's retirement or any

17

such actual or anticipated failure resulting from termination by Mr. Holland for Good Reason) after a written demand for substantial performance is delivered to him by the Southern Board, which demand specifically identifies the manner in which the Southern Board believes Mr. Holland has not substantially performed his duties; or

(b) The willful engaging by Mr. Holland in conduct that is demonstrably and materially injurious to the Company, monetarily or otherwise, including but not limited to any of the following:

(i) any willful act involving fraud or dishonesty in the course of Mr. Holland's employment by the Company;

(ii) the willful carrying out of any activity or the making of any statement by Mr. Holland which would materially prejudice or impair the good name and standing of the Company, Southern or any other Southern Subsidiary or would bring the Company, Southern or any other Southern Subsidiary into contempt, ridicule or would reasonably shock or offend any community in which the Company, Southern or such other Southern Subsidiary is located;

(iii) attendance by Mr. Holland at work in a state of intoxication or otherwise being found in possession at his workplace of any prohibited drug or substance, possession of which would amount to a criminal offense;

(iv) violation of the Company's policies on drug and alcohol usage, fitness for duty requirements or similar policies as may exist from time to time as adopted by the Company's safety officer;

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(v) assault or other act of violence by Mr. Holland against any person during the course of employment; or

(vi) Mr. Holland's indictment for any felony or any misdemeanor involving moral turpitude.

No act or failure to act by Mr. Holland shall be deemed "willful" unless done, or omitted to be done, by Mr. Holland not in good faith and without reasonable belief that his action or omission was in the best interest of the Company.

Notwithstanding the foregoing, Mr. Holland shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to him a copy of a resolution duly adopted by the affirmative vote of the majority of the Southern Board at a meeting called and held for such purpose (after reasonable notice to Mr. Holland and an opportunity for him, together with counsel, to be heard before the Southern Board), finding that, in the good faith opinion of the Southern Board, Mr. Holland was guilty of conduct set forth in Section 1.46(a) or (b) hereof and specifying the particulars thereof in detail.

1.47 "Total Disability" shall mean total disability under the terms of the Pension Plan.

1.48 "Voting Securities" shall mean the outstanding voting securities of a corporation entitling the holder thereof to vote generally in the election of such corporation's directors.

1.49 "Waiver and Release" shall mean the Waiver and Release substantially in the form of Exhibit A attached hereto.

1.50 "Year of Service" shall mean an Employee's Months of Service divided by twelve (12) rounded to the nearest whole year, rounding up if the remaining number of months is seven (7) or greater and rounding down if the remaining number of months is less than seven (7). If an Employee has a break in his

19

service with his Employing Company, he will receive credit under this Plan for the service prior to the break in service only if the break in service was less than five years and his service prior to the break exceeds the length of the break in service.

ARTICLE II - SEVERANCE BENEFITS

2.1 Eligibility.

(a) Except as otherwise provided herein, if Mr. Holland's employment is involuntarily terminated by the Company at any time during the two year period following a Change in Control of Southern or the Company for reasons other than Cause or if Mr. Holland voluntarily terminates his employment with the Company for Good Reason at any time during the two year period following a Change in Control of Southern or the Company, he shall be entitled to receive the benefits described in Section 2.2 hereof, subject to the terms and conditions described in this Article II.

(b) Limits on Eligibility. Notwithstanding anything to the contrary herein, Mr. Holland shall not be eligible to receive benefits under this Plan if Mr. Holland :

(i) is not actively at work on his Separation Date, unless Mr. Holland is capable of returning to work within twelve (12) weeks of the beginning of any leave of absence from work;

(ii) voluntarily terminates his employment with the Company for other than Good Reason;

(iii) has his employment terminated by the Company for Cause;

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(iv) accepts the transfer of his employment to Southern, any Southern Subsidiary or any employer that acquires all or substantially all of the assets of Southern;

(v) accepts the transfer of his employment to any employer (or its affiliate) that acquires all or substantially all of the assets of a Southern Subsidiary or the Company and becomes an employee of any such employer (or its affiliate) following such acquisition (provided, however, that if Mr. Holland would otherwise have been entitled to severance benefits under this Agreement but for this Section 2.1(b)(v), Mr. Holland shall be eligible for benefits under this Agreement except for those outplacement, severance and welfare benefits described in Sections 2.2(a), (b) and (c) hereof);

(vi) is involuntarily separated from service with the Company after refusing an offer of employment by Southern or a Southern Subsidiary, under circumstances where the terms of such offer would not have amounted to Good Reason for voluntary termination of employment from the Company by comparing each item of compensation and benefits of such offer of employment as set forth in Section 1.23(a)(i), (b)(i), (c)(i), (d)(i) and (d)(ii) above, with such items of compensation and benefits to which he is entitled at the Company as of the day immediately preceding the day of such offer of employment;

(vii) refuses an offer of employment by an acquiring employer in a Subsidiary Change in Control under circumstances where such offer

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does not provide Good Reason under the requirements of Section 1.23(a)(ii), (b)(ii), (c)(ii), (d)(iii) or (e) hereof.

(viii) elects to receive the benefits of any other voluntary or involuntary severance, separation or outplacement program, plan or agreement maintained by the Company in lieu of benefits under this Agreement; provided however, that the receipt of benefits under any retention plan or agreement shall not be deemed to be the receipt of benefits under any severance, separation or outplacement program for purposes of this Agreement.

2.2 Severance Benefits. Upon the Company's receipt of an effective Waiver and Release, Mr. Holland shall be entitled to receive the following severance benefits:

(a) Employee Outplacement Services. Mr. Holland shall be eligible to participate in the Employee Outplacement Program, which program shall not be less than six (6) months duration measured from Mr. Holland's Separation Date.

(b) Severance Amount. Mr. Holland shall be paid in cash an amount equal to three times his Annual Compensation (the "Severance Amount"). If any portion of the Severance Amount constitutes an "excess parachute payment" (as such term is defined under Code Section 280G ("Excess Parachute Payment")), the Company shall pay to Mr. Holland an additional amount calculated by determining the amount of tax under Code Section 4999 that he otherwise would have paid on any Excess Parachute Payment with respect to the Change in Control and dividing such amount by a decimal determined by adding the tax rate under Code Section 4999 ("Excise Tax"), the hospital insurance tax under Code Section 3101(b) ("HI Tax") and federal and state income tax measured at the highest marginal rates

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("Income Tax") and subtracting such result from the number one (1) (the "280G Gross-up"); provided, however, that no 280G Gross-up shall be paid unless the Severance Amount plus all other "parachute payments" to Mr. Holland under Code Section 280G exceeds three (3) times Mr. Holland's "base amount" (as such term is defined under Code Section 280G ("Base Amount")) by ten percent (10%) or more; provided further, that if no 280G Gross-up is paid, the Severance Amount shall be capped at three (3) times Mr. Holland's Base Amount, less all other "parachute payments" (as such term is defined under Code Section 280G) received by Mr. Holland, less one dollar (the "Capped Amount"), if the Capped Amount, reduced by HI Tax and Income Tax, exceeds what otherwise would have been the Severance Amount, reduced by HI Tax, Income Tax and Excise Tax.

For purposes of this Section 2.2(b), whether any amount would constitute an Excess Parachute Payment and any other calculations of tax,
e.g., Excise Tax, HI Tax, Income Tax, etc., or other amounts, e.g., Base Amount, Capped Amount, etc., shall be determined by a nationally recognized firm specializing in federal income taxes as selected by the Compensation Committee, and such calculations or determinations shall be binding upon Mr. Holland, Southern and the Company.

(c) Welfare Benefit.

(i) Except as provided in Section 2.3 hereof, Mr. Holland shall be eligible to participate in the Company's Group Health Plan for a period of six (6) months for each of Mr. Holland's Years of Service, not to exceed a period of five (5) years, beginning on the first day of the first month following Mr. Holland's Separation Date unless

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otherwise specifically provided under such plan, upon Mr. Holland's payment of both the Company's and Mr. Holland's premium under such plan. Mr. Holland shall also be entitled to elect coverage under the Group Health Plan for his dependents who are participating in the Group Health Plan on Mr. Holland's Separation Date (and for such other dependents as may be entitled to coverage under the provisions of the Health Insurance Portability and Accountability Act of 1996) for the duration of Mr. Holland's extended medical coverage under this Section 2.2(c) to the extent such dependents remain eligible for dependent coverage under the terms of the Group Health Plan.

(ii) The extended medical coverage afforded to Mr. Holland pursuant to this Section 2.2(c) as well as the premiums to be paid by Mr. Holland in connection with such coverage shall be determined in accordance with the terms of the Group Health Plan and shall be subject to any changes in the terms and conditions of the Group Health Plan as well as any future increases in premiums under the Group Health Plan. The premiums to be paid by Mr. Holland in connection with this extended coverage shall be due on the first day of each month; provided, however, that if Mr. Holland fails to pay his premium within thirty (30) days of its due date, his extended coverage shall be terminated.

(iii) Any Group Health Plan coverage provided under this Section 2.2(c) shall be a part of and not in addition to any COBRA Coverage which Mr. Holland or his dependent may elect. In the event that Mr. Holland or his dependent becomes eligible to be covered, by virtue of re-employment or otherwise, by any employer-sponsored group health

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plan or is eligible for coverage under any government-sponsored health plan during the above period, coverage under the Company's Group Health Plan available to Mr. Holland or his dependent by virtue of the provisions of this Article II shall terminate, except as may otherwise be required by law, and shall not be renewed. It shall be the duty of Mr. Holland to inform the Company of his eligibility to participate in any such health plan.

(iv) Except as otherwise provided in Section 2.3 hereof, regardless of whether Mr. Holland elects the extended coverage described in Section 2.2(c) hereof, the Company shall pay to Mr. Holland a cash amount equal to the Company's and Mr. Holland's cost of premiums for three (3) years of coverage under the Group Health Plan and Group Life Insurance Plan, as such Plans were in effect as of the date of the Change in Control.

(d) Stock Option Vesting. The provisions of this Section 2.2(d) shall apply to any equity based awards under the Omnibus Plan, the defined terms of which are incorporated in this Section 2.2(d) by reference.

(i) Any of Mr. Holland's Options and Stock Appreciation Rights outstanding as of the Separation Date which are not then exercisable and vested, shall become fully exercisable and vested; provided, that in the case of a Stock Appreciation Right, if Mr. Holland is subject to Section 16(b) of the Exchange Act, such Stock Appreciation Right shall not become fully vested and exercisable at such time if such actions would result in liability to Mr. Holland under Section 16(b) of the Exchange Act, provided further that any such actions not taken as a result of the rules under Section 16(b) of the Exchange Act shall be effected as of the first date that such activity would no longer

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result in liability under Section 16(b) of the Exchange Act.

(ii) The restrictions and deferral limitations applicable to any of Mr. Holland's Restricted Stock and Restricted Stock Units as of the Separation Date shall lapse, and such Restricted Stock and Restricted Stock Units shall become free of all restrictions and limitations and become fully vested and transferable.

(e) Performance Pay Program. The provisions of this Section 2.2(e) shall apply to the Performance Pay Program under the Omnibus Plan, the defined terms of which are incorporated in this Section 2.2(e) by reference. Provided Mr. Holland is not entitled to a Cash-Based Award under the PPP, if the PPP is in place as of Mr. Holland's Separation Date and to the extent Mr. Holland is entitled to participate therein, Mr. Holland shall be entitled to receive cash in an amount equal to a prorated payout of his Cash-Based Award under the PPP for the performance period in which the Separation Date shall have occurred, at target performance under the PPP and prorated by the number of months which have passed since the beginning of the performance period until the Separation Date.

(f) Performance Dividend Program. The provisions of this Section 2.2(f) shall apply to the Performance Dividend Program, the defined terms of which are incorporated in this Section 2.2(f) by reference. Provided Mr. Holland is not entitled to a Cash-Based Award under the PDP, if the PDP is in place through Mr. Holland's Separation Date and to the extent Mr. Holland is entitled to participate therein, Mr. Holland shall be entitled

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to receive cash for each such Cash-Based Award under the PDP held as of such date based on a payout percentage of the greater of 50% or actual performance under the PDP for the performance period in which the Separation Date shall have occurred, and the sum of the quarterly dividends declared on the Common Stock in the performance year of and prior to the Separation Date. For purposes of this Section 2.2(f), payout of each Cash-Based Award under the PDP shall be based upon the performance measurement period that would otherwise have ended on December 31st of the year in which Mr. Holland's Separation Date occurs, all other remaining PPP performance measurement periods shall terminate with respect to Mr. Holland and no payment to Mr. Holland shall be made with respect thereto.

(g) Other Short Term Incentives Under the Omnibus Plan. The provisions of this Section 2.2(g) shall apply to Performance Unit or Performance Share awards under the Omnibus Plan. Provided Mr. Holland is not otherwise entitled to a Performance Unit/Share award under the Omnibus Plan, Mr. Holland shall be entitled to receive cash in an amount equal to a prorated payout of the value of his Performance Units and/or Performance Shares for the performance period in which the Separation Date shall have occurred, at target performance and prorated by the number of months which have passed since the beginning of the performance period until the Separation Date.

(h) Other Short-Term Incentive Plans. The provisions of this Section 2.2(h) shall apply to Mr. Holland to the extent that he, as of the date of the Change in Control, is a participant in any other "short term incentive compensation plan" not otherwise previously referred to in this Section
2.2. Provided Mr. Holland is not otherwise entitled to a plan payout under

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any change in control provisions of such plans, if the "short term incentive compensation plan" is in place through Mr. Holland's Separation Date and to the extent Mr. Holland is entitled to participate therein, Mr. Holland shall be entitled to receive cash in an amount equal to his award under the Company's "short term incentive compensation plan" for the annual performance period in which the Separation Date shall have occurred, at Mr. Holland's target performance level and prorated by the number of months which have passed since the beginning of the annual performance period until the Separation Date. For purposes of this Section 2.2(h), the term "short term incentive compensation plan" shall mean any incentive compensation plan or arrangement adopted in writing by the Company which provides for annual, recurring compensatory bonuses to participants based upon articulated performance criteria, and which have been identified by the Compensation Committee and listed on Exhibit B hereto, which may be amended from time to time to reflect plan additions, terminations and amendments.

(i) Pro rata Calculation. For purposes of calculating any pro rata Cash-Based Awards under Section 2.2(e), (f), (g) and (h) hereof, a month shall not be considered if the determining event occurs on or before the 14th day of the month, and a month shall be considered if the determining event occurs on or after the 15th day of the month.

(j) No Duplicate Benefits. Notwithstanding anything in this Section 2.2 to the contrary, in the event that Mr. Holland has received or is entitled to receive a Cash-Based Award under the PPP or the PDP as determined under the provisions of the Southern Company Change in Control Benefits Protection Plan (the "BPP") for the Performance Period which includes Mr. Holland's Separation Date, then the amount of any such

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Cash-Based Award under this Plan shall be reduced dollar-for-dollar by any such amount received or to be received under the BPP.

2.3 Coordination with Retiree Medical and Life Insurance Coverage. Notwithstanding anything to the contrary above, if Mr. Holland is otherwise eligible to retire pursuant to the terms of the Pension Plan, he shall be deemed to have retired for purposes of all employee benefit plans sponsored by the Company of which Mr. Holland is a participant. If Mr. Holland is deemed to have retired in accordance with the preceding sentence, he shall not be eligible to receive the benefits described in Section 2.2(c) hereof if, upon his Separation Date, Mr. Holland becomes eligible to receive the retiree medical and life insurance coverage provided to certain retirees pursuant to the terms of the Pension Plan, the Group Health Plan and the Group Life Insurance Plan.

2.4 Payment of Benefits.

(a) Except as otherwise provided in Section 2.4(b) hereof, the total amount payable under this Article II shall be paid to Mr. Holland in one
(1) lump sum payment within two (2) payroll periods of the later of the following to occur: (a) Mr. Holland's Separation Date, or (b) the tender to the Company by Mr. Holland of an effective Waiver and Release in the form of Exhibit A attached hereto and the expiration of any applicable revocation period for such waiver. In the event of a dispute with respect to liability or amount of any benefit due hereunder, an effective Waiver and Release shall be tendered at the time of final resolution of any such dispute when payment is tendered by the Company.

(b) Notwithstanding anything to the contrary in Section 2.4(a) above, if the Compensation Committee determines that it is necessary to delay any payment under this Article II in order to avoid any tax liability pursuant

29

to Code Section 409A(a)(1), such payment shall be delayed for the period set forth in Section 409A(a)(2)(B)(i) and such delayed payment shall bear a reasonable rate of interest as determined by the Compensation Committee.

2.5 Benefits in the Event of Death. In the event of Mr. Holland's death prior to the payment of all benefits due under this Article II, Mr. Holland's estate shall be entitled to receive as due any amounts not yet paid under this Article II upon the tender by the executor or administrator of the estate of an effective Waiver and Release.

2.6 Legal Fees. In the event of a dispute between Mr. Holland and the Company with regard to any amounts due hereunder, if any material issue in such dispute is finally resolved in Mr. Holland's favor, the Company shall reimburse Mr. Holland's legal fees incurred with respect to all issues in such dispute in an amount not to exceed fifty thousand dollars ($50,000).

2.7 No Mitigation. Mr. Holland shall have no duty or obligation to seek other employment following his Separation Date and, except as otherwise provided in Subsection 2.1(b) hereof, the amounts due Mr. Holland hereunder shall not be reduced or suspended if he accepts such subsequent employment.

2.8 Non-qualified Retirement and Deferred Compensation Plans. Subsequent to a Change in Control, any claims by Mr. Holland for benefits under any of the Company's non-qualified retirement or deferred compensation plans shall be resolved through binding arbitration in accordance with the procedures and provisions set forth in Article III hereof and if any material issue in such dispute is finally resolved in Mr. Holland's favor, the Company shall reimburse Mr. Holland's legal fees in the manner provided in Section 2.6 hereof.

ARTICLE III - ARBITRATION

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3.1 General. Any dispute, controversy or claim arising out of or relating to the Company's obligations to pay severance benefits under this Agreement, or the breach thereof, shall be settled and resolved solely by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association ("AAA") except as otherwise provided herein. The arbitration shall be the sole and exclusive forum for resolution of any such claim for severance benefits and the arbitrators' award shall be final and binding. The provisions of this Article III are not intended to apply to any other disputes, claims or controversies arising out of or relating to Mr. Holland's employment by the Company or the termination thereof.

3.2 Demand for Arbitration. Arbitration shall be initiated by serving a written notice of demand for arbitration to Mr. Holland, in the case of the Company, or to the Compensation Committee, in the case of Mr. Holland.

3.3 Law and Venue. The arbitrators shall apply the laws of the State of Georgia, except to the extent pre-empted by federal law, excluding any law which would require the use of the law of another state. The arbitration shall be held in Atlanta, Georgia.

3.4 Appointment of Arbitrators. Arbitrators shall be appointed within fifteen (15) business days following service of the demand for arbitration. The number of arbitrators shall be three. One arbitrator shall be appointed by Mr. Holland, one arbitrator shall be appointed by the Company, and the two arbitrators shall appoint a third. If the arbitrators cannot agree on a third arbitrator within thirty (30) business days after the service of demand for arbitration, the third arbitrator shall be selected by the AAA.

3.5 Costs. The arbitration filing fee shall be paid by Mr. Holland. All other costs of arbitration shall be borne equally by Mr. Holland and the Company, provided, however, that the Company shall reimburse such fees and costs

31

in the event any material issue in such dispute is finally resolved in Mr. Holland's favor and Mr. Holland is reimbursed legal fees under Section 2.6 hereof.

3.6 Interim and Injunctive Relief. Nothing in this Article III is intended to preclude, upon application of either party, any court having jurisdiction from issuing and enforcing in any lawful manner such temporary restraining orders, preliminary injunctions, and other interim measures of relief as may be necessary to prevent harm to either party's interests or as otherwise may be appropriate pending the conclusion of arbitration proceedings pursuant to this Article III and nothing herein is intended to prevent any court from entering and enforcing in any lawful manner such judgments for permanent equitable relief as may be necessary to prevent harm to a party's interests or as otherwise may be appropriate following the issuance of arbitral awards pursuant to this Article III.

ARTICLE IV - TRANSFER OF EMPLOYMENT

4.1 Transfer of Employment. In the event that Mr. Holland's employment by the Company is terminated during the two year period following a Change in Control and Mr. Holland accepts employment by Southern or a another Southern Subsidiary, the Company shall assign this Agreement to Southern or such Southern Subsidiary, Southern shall accept such assignment or cause such Southern Subsidiary to accept such assignment, and such assignee shall become the "Company" for all purposes hereunder.

ARTICLE V - MISCELLANEOUS

5.1 Funding of Benefits. Unless the Board of Directors in its discretion determines otherwise, the amounts payable to Mr. Holland under the this Agreement shall not be funded in any manner and shall be paid by the Company out

32

of its general assets, which assets are subject to the claims of the Company's creditors.

5.2 Withholding. There shall be deducted from the payment of any amount due under this Agreement the amount of any tax required by any governmental authority to be withheld and paid over by the Company to such governmental authority for the account of Mr. Holland.

5.3 Assignment. Neither Mr. Holland nor his beneficiaries shall have any rights to sell, assign, transfer, encumber, or otherwise convey the right to receive the payment of any amount due hereunder, which payment and the rights thereto are expressly declared to be nonassignable and nontransferable. Any attempt to do so shall be null and void and of no effect.

5.4 Interpretation. This Agreement is intended to comply with the provisions of Code Section 409A and the Treasury Regulations promulgated thereunder in order to avoid any additional tax under Section 409A(a)(1). In the event it is necessary to interpret the provisions of this Agreement for purposes of its operation, such interpretation shall, to the extent possible, be consistent with such intent.

5.5 Amendment and Termination. The Agreement may be amended or terminated only by a writing executed by the parties.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement this 1st day of May, 2007.

THE SOUTHERN COMPANY

By:      /s/David M. Ratcliffe

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SOUTHERN COMPANY SERVICES, INC.

By:      /s/Patricia L. Roberts


         MR. HOLLAND


         /s/G. Edison Holland
         G. Edison Holland

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Exhibit A

CHANGE IN CONTROL AGREEMENT

Waiver and Release

The attached Waiver and Release is to be given to Mr. G. Edison Holland upon the occurrence of an event that triggers eligibility for severance benefits under the Change in Control Agreement, as described in Section 2.2 of such Agreement.

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CHANGE IN CONTROL AGREEMENT

Waiver and Release

I, G. Edison Holland, understand that I am entitled to receive the severance benefits described in Article II of the Change in Control Agreement (the "Agreement") if I execute this Waiver and Release ("Waiver"). I understand that the benefits I will receive under the Agreement are in excess of those I would have received from The Southern Company and Southern Company Services, Inc. (collectively, the "Company") if I had not elected to sign this Waiver.

I recognize that I may have a claim against the Company under the Civil Rights Act of 1964 and 1991, the Age Discrimination in Employment Act, the Rehabilitation Act of 1973, the Energy Reorganization Act of 1974, as amended, the Americans with Disabilities Act or other federal, state and local laws.

In exchange for receiving the severance and welfare benefits under Article II of the Agreement, I hereby voluntarily and irrevocably waive, release, dismiss with prejudice, and withdraw all claims, complaints, suits or demands of any kind whatsoever (whether known or unknown) which I ever had, may have, or now have against The Southern Company, Southern Company Services, Inc., Alabama Power Company, Georgia Power Company, Gulf Power Company, Mississippi Power Company, Savannah Electric and Power Company, Southern Communications Services, Inc. d/b/a Southern LINC, Southern Company Energy Solutions, L.L.C., Southern Nuclear Operating Company, Inc., Southern Telecom, Inc., Southern Company Management Development, Inc., and other current or former subsidiaries or affiliates of The Southern Company and their past, present and future officers, directors, employees, agents, insurers and attorneys (collectively, the "Releasees"), arising from or relating to (directly or indirectly) my employment or the termination of my employment or other events occurred as of the date of execution of this Agreement, including but not limited to:

(a) claims for violations of Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Fair Labor Standards Act, the Civil Rights Act of 1991, the Americans With Disabilities Act, the Equal Pay Act, the Family and Medical Leave Act, 42 U.S.C. ss. 1981, the National Labor Relations Act, the Labor Management Relations Act, Executive Order 11246, Executive Order 11141, the Rehabilitation Act of 1973, the Sarbanes-Oxley Act of 2002 or the Employee Retirement Income Security Act;

(b) claims for violations of any other federal or state statute or regulation or local ordinance;

(c) claims for lost or unpaid wages, compensation, or benefits, defamation, intentional or negligent infliction of emotional distress, assault, battery, wrongful or constructive discharge, negligent hiring, retention or supervision, fraud, misrepresentation, conversion, tortious interference, breach of contract, or breach of fiduciary duty;

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(d) claims to benefits under any bonus, severance, workforce reduction, early retirement, outplacement, or any other similar type plan sponsored by the Company (except for those plans listed below); or

(e) any other claims under state law arising in tort or contract.

In signing this Agreement, I am not releasing any claims that may arise under the terms of this Agreement or which may arise out of events occurring after the date I execute this Agreement.

I am also not releasing claims to benefits that I am already entitled to receive under The Southern Company Pension Plan, The Southern Company Employee Stock Ownership Plan, The Southern Company Employee Savings Plan, The Southern Company Omnibus Incentive Compensation Plan, The Southern Company Change in Control Benefits Protection Plan or under any workers' compensation laws. However, I understand and acknowledge that nothing herein is intended to or shall be construed to require the Company to institute or continue in effect any particular plan or benefit sponsored by the Company and the Company hereby reserves the right to amend or terminate any of its benefit programs at any time in accordance with the procedures set forth in such plans.

Nothing in this Agreement shall prohibit me from engaging in protected activities under applicable law (including protected activities described in
Section 211 of the Energy Reorganization Act) or from communicating, either voluntarily or otherwise, with any governmental agency concerning any potential violation of the law.

I understand and agree for a period of two (2) years after the date I execute this Agreement, I will regard and treat as strictly confidential all valuable, non-public, competitively sensitive data and information relating to the Releasees' business that is not generally known by or readily available to Releasees' competitors and I will not for any reason, either directly or indirectly, use, sell, lend, lease, distribute, license, transfer, assign, show, disclose, disseminate, reproduce, copy, or otherwise communicate any such information to any third party for my own benefit or for any purpose, other than in accordance with the express, written instructions of the Company or Releasees.

I further understand and agree that I will regard and treat as strictly confidential all trade secrets of Releasees for as long as such items remain trade secrets under applicable law and I will not for any reason, either directly or indirectly, use, sell, lend, lease, distribute, license, transfer, assign, show, disclose, disseminate, reproduce, copy, or otherwise communicate any such trade secrets to any third party for my own benefit or for any purpose, other than in accordance with the express, written instructions of the Company or Releasees.

I further agree to keep confidential and not disclose the terms of this Agreement, including, but not limited to, the benefits under the Agreement, except to my spouse, attorneys or financial advisors (who must be informed of and agree to be bound by the confidentiality provisions contained in this Agreement before I disclose any information to them about this Agreement), or where such disclosure is required by law.

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I agree to return to the Company prior to my last day of employment all property of the Company, including but not limited to data, lists, information, memoranda, documents, identification cards, credit cards, parking cards, keys, computers, fax machines, beepers, phones, and files (including copies thereof).

I understand and agree that I will not seek re-employment as an employee, leased employee or independent contractor with the Company or any Southern Company subsidiary or affiliate during the twenty-four (24) month period beginning immediately following my execution of this Agreement.

I have carefully read this agreement and I fully understand all of the provisions of this Waiver.

I have been encouraged and advised in writing to seek advice from anyone of my choosing regarding this Waiver (including my attorney, accountant or tax advisor). Prior to signing this Waiver, I have been given the opportunity and sufficient time to seek such advice.

I have had the opportunity to review and consider this Waiver for a period of at least twenty-one (21) days before signing it.

I understand that I may revoke this Waiver at any time during the seven (7) calendar day period after I sign this Waiver. In order to revoke this Waiver, I must deliver written notification of such revocation to the Compensation Committee. I understand that this Waiver is not effective until the expiration of this seven (7) calendar day revocation period. I understand that upon the expiration of such seven (7) calendar day revocation period this entire Waiver will be binding upon me and will be irrevocable. Revocation of this Waiver will not alter or change the termination of my employment by the Company.

In signing this Waiver, I am not relying on any representation or statement (written or oral) not specifically set forth in this Waiver, the Agreement or by the company or any of its representatives with regard to the subject matter, basis, or effect of this Waiver or otherwise.

I was not coerced, threatened, or otherwise forced to sign this Waiver. I am voluntarily signing and delivering this Waiver of my own free will.

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I understand that by signing this Waiver I am giving up rights I may have. I understand I do not have to sign this Waiver.

IN WITNESS WHEREOF, the undersigned hereby executes this Waiver this ____ day of ________________, in the year _____.


G. Edison Holland

Sworn to and subscribed to me this

___day of _________, ____


Notary Public

My Commission Expires:


(Notary Seal)

Acknowledged and Accepted by the Company.

By:
Date:

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Exhibit 10(c)12

DEFERRED COMPENSATION PLAN FOR
OUTSIDE DIRECTORS OF GEORGIA POWER COMPANY
Amended and Restated Effective January 1, 2008


SECTION 1

Purpose and Adoption of Plan

1.1 Adoption

Georgia Power Company previously established the Deferred Compensation Plan for Directors of Georgia Power Company. The Plan was last amended and restated effective January 13, 2003. The Plan has been amended from time to time including this good faith amendment and restatement effective January 1, 2008 to comply with Code Section 409A. Except as otherwise provided herein and consistent with Sections 1.2 and 1.3, the terms of the Plan as in effect prior to the effective date of this Plan shall continue to be applicable to deferrals made pursuant to the Plan prior to January 1, 2008.

1.2 Pre-2005 Deferrals

Compensation paid to Directors and deferred under the Plan prior to January 1, 2005 shall be treated by the Company as not subject to Section 409A of the Code and therefore "grandfathered." The Account balance (plus earnings thereon) of the "grandfathered" deferrals shall only be subject to the provisions of the Plan in effect prior to January 1, 2005 as set forth in the Schedule of Provisions for Pre-2005 Deferrals attached hereto. In accordance with transition rules under Section 409A of the Code, Internal Revenue Service Notice 2005-1, and any other applicable guidance from the Department of Treasury, the provisions of the prior Plan are only intended to preserve the rights and features of the "grandfathered" deferrals and are, therefore, not intended to be "materially modified" with respect to any aspect of such rights and features. Provisions of the prior Plan should be so construed whenever necessary or appropriate.

1.3 409A Good Faith Period

For the period from January 1, 2005 to December 31, 2008, the Plan shall be administered in good faith compliance with Section 409A of the Code. At a time and in a manner determined by the Committee, Directors shall make timely elections to conform to the Plan's terms effective on and after January 1, 2008.
Such elections shall be made prior to January 1, 2008 and shall apply to elections to defer Cash Compensation and/or Stock Retainer subject to Section 409A of the Code on and after January 1, 2005. In particular, such elections shall establish the form and timing of commencement of distribution of amounts in Deferred Compensation Accounts pursuant to a new Distribution Election. Such elections are intended to meet the transition requirements of Section 409A of the Code, Internal Revenue Service Notice 2005-1 and other related guidance promulgated by the Department of Treasury.

SECTION 2

Definitions

2.1 "Beneficial Ownership" means beneficial ownership within the meaning of Rule 13d-3 promulgated under the Exchange Act.

2.2 "Board" or "Board of Directors" means the Board of Directors of the Company.


2.3 "Business Combination" means a reorganization, merger or consolidation or sale of Southern with another corporation or an entity treated as a corporation for United States federal income tax purposes.

2.4 "Cash Compensation" means the annual retainer fees and meeting fees payable to a Director in cash.

2.5 "Code" means the Internal Revenue Code of 1986, as amended, or any successor statute.

2.6 "Committee" means the Compensation and Executive Committees of the Board, or such other committee as may be designated by the Board to be responsible for administering the Plan.

2.7 "Common Stock" means the common stock of Southern, including any shares into which it may be split, subdivided, or combined.

2.8 "Company" means Georgia Power Company, or any successor thereto.

2.9 "Company Change in Control" means the following:

(a) The Consummation of an acquisition by any Person of Beneficial Ownership of 50% or more of the combined voting power of the then outstanding Voting Securities of the Company; provided, however, that for purposes of this
Section 2.9, any acquisition by an Employee, or Group composed entirely of Employees, any qualified pension plan, any publicly held mutual fund or any employee benefit plan (or related trust) sponsored or maintained by Southern or any corporation Controlled by Southern shall not constitute a Change in Control;

(b) Consummation of a reorganization, merger or consolidation of the Company (a "Company Business Combination"), in each case, unless, following such Company Business Combination, Southern Controls the corporation surviving or resulting from such Company Business Combination; or

(c) Consummation of the sale or other disposition of all or substantially all of the assets of the Company to an entity which Southern does not Control.

2.10 "Compensation Payment Date" means the date on which compensation, including Cash Compensation, and the Stock Retainer, is payable to a Director or compensation which would otherwise be payable to a Director if an election to defer such compensation had not been made.

2.11 "Consummation" means the completion of the final act necessary to complete a transaction as a matter of law, including, but not limited to, any required approvals by the corporation's shareholders and board of directors, the transfer of legal and beneficial title to securities or assets and the final approval of the transaction by any applicable domestic or foreign governments or agencies.

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2.12 "Control" means, in the case of a corporation, Beneficial Ownership of more than 50% of the combined voting power of the corporation's Voting Securities, or in the case of any other entity, Beneficial Ownership of more than 50% of such entity's voting equity interests.

2.13 "Deferred Cash Trust" means the Deferred Cash Compensation Trust for Directors of The Southern Company and its Subsidiaries.

2.14 "Deferred Compensation Account" means the Prime Rate Investment Account, the Phantom Stock Investment Account, the Deferred Stock Account and/or the Subsidiary Company Investment Account.

2.15 "Deferred Stock Account" means the bookkeeping account established under Section 7.3 on behalf of a Director and includes shares of Common Stock credited thereto to reflect the reinvestment of dividends pursuant to Section 7.3(a)(iii).

2.16 "Deferred Stock Trust" means the Deferred Stock Trust for Directors of The Southern Company and its Subsidiaries.

2.17 "Director" means a member of the Board.

2.18 "Distribution Election" means the designation by a Director of the manner of distribution of the amounts and quantities held in the Director's Deferred Compensation Accounts upon the director's termination from the Board pursuant to Section 6.3.

2.19 "Effective Date" of the amendment and restatement means January 1, 2008.

2.20 "Employee" means an employee of Southern or any of its subsidiaries that are "employing companies" as defined in the Southern Company Deferred Compensation Plan as amended and restated effective January 1, 2005, and as may be amended from time to time.

2.21 "Exchange Act" means the Securities Exchange Act of 1934, as amended.

2.22 "Funding Change in Control" means any of the following:

(a) The Consummation of an acquisition by any Person of Beneficial Ownership (during the 12-month period ending on the date of the most recent acquisition by such Person) of 35% or more of Southern's Voting Securities; provided, however, that for purposes of this subsection (a), the following acquisitions of Southern's Voting Securities shall not constitute a Funding Change in Control:

(i) any acquisition directly from Southern,

(ii) any acquisition by Southern,

(iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by Southern or any corporation controlled by Southern,

(iv) any acquisition by a qualified pension plan or publicly held mutual fund,

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(v) any acquisition by an employee of Southern or its subsidiary or affiliate, or Group composed exclusively of such employees, or

(vi) any Business Combination which would not otherwise constitute a Funding Change in Control because of the application of clauses (i), (ii) and (iii) of this Section 2.22(a);

(b) The date a majority of members of the Southern Board is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Southern Board before the date of the appointment or election;

(c) The Consummation of a Business Combination, unless, following such Business Combination, all of the following three conditions are met:

(i) all or substantially all of the individuals and entities who held Beneficial Ownership, respectively, of Southern's Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, 50% or more of the combined voting power of the Voting Securities of the corporation surviving or resulting from such Business Combination, (including, without limitation, a corporation which as a result of such transaction holds Beneficial Ownership of all or substantially all of Southern's Voting Securities or all or substantially all of Southern's assets) (such surviving or resulting corporation to be referred to as "Surviving Company"), in substantially the same proportions as their ownership, immediately prior to such Business Combination, of Southern's Voting Securities;

(ii) no Person (excluding any corporation resulting from such Business Combination, any qualified pension plan, publicly held mutual fund, Group composed exclusively of employees or employee benefit plan
(or related trust) of Southern, its subsidiaries or Surviving Company) holds Beneficial Ownership, directly or indirectly, of 35% or more of the combined voting power of the then outstanding Voting Securities of Surviving Company except to the extent that such ownership existed prior to the Business Combination; and

(iii) the majority of the members of the board of directors of Surviving Company during the 12-month period following the Business Combination were members of the Southern Board of Directors at the earlier of the date of execution of the initial agreement, or of the action of the Southern Board of Directors, providing for such Business Combination or such members of the board of directors of the Surviving Company are directors whose appointment or election was endorsed by a majority of the members of such Southern Board of Directors.

(d) The Consummation of an acquisition by any Person of Beneficial Ownership (during the 12-month period ending on the date of the most recent acquisition by such Person) of 50% or more of the combined voting power of the then outstanding Voting Securities of the Company; provided, however, that for purposes of this Subsection 2.22(d), any acquisition by an employee of Southern or its subsidiary or affiliate, or Group composed entirely of such employees, any qualified pension plan, publicly held mutual fund or any employee benefit plan (or related trust) sponsored or maintained by Southern or any corporation

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Controlled by Southern shall not constitute a Funding Change in Control;

(e) The Consummation of a reorganization, merger or consolidation of the Company with another corporation (a "Funding Subsidiary Business Combination"), in each case, unless, following such Funding Subsidiary Business Combination, Southern Controls the corporation surviving or resulting from such Funding Subsidiary Business Combination, or

(f) The Consummation of the sale or other disposition of all or substantially all of the assets of the Company to an entity that Southern does not Control; provided, however, that for purposes of this subsection (f) the following sales or dispositions otherwise described herein shall not constitute a Funding Change in Control:

(i) the sale or other disposition of all or substantially all of the assets of the Company to Southern or to a shareholder of Southern in exchange for or with respect to such shareholder's stock of Southern;

(ii) the sale of other disposition of all or substantially all of the assets of the Company to a Person that owns, directly or indirectly, 50% or more of the total value or voting power of the outstanding stock of Southern; or

(iii) the sale or other disposition of all or substantially all of the assets of the Company to an entity Controlled by shareholders of Southern that hold, directly or indirectly, 50% or more of the total value or voting power of all of the outstanding stock of Southern.

For purposes of this Section 2.22(f) "all or substantially all of the assets" means at least 80% of the gross value of the assets of the entity immediately before the acquisition.

2.23 "Funding Event" shall mean the occurrence of any of the following events as administratively determined by the Southern Committee:

(a) Southern or the Company has entered into a written agreement, such as, but not limited to, a letter of intent, which, if Consummated, would result in a Funding Change in Control;

(b) Southern, the Company or any other Person publicly announces an intention to take or to consider taking actions which, if Consummated, would result in a Funding Change in Control under circumstances where the Consummation of the announced action or intended action is legally and financially possible;

(c) Any Person acquires Beneficial Ownership of fifteen percent (15%) or more of the Common Stock; or

(d) The Southern Board or the Company elects to otherwise fund the Deferred Cash Trust and Deferred Stock Trust in accordance with the provisions of Section 9.

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2.24 "Funding Subsidiary Business Combination" shall have the meaning set forth in Section 2.22(e) hereof.

2.25 "Group" has the meaning set forth in Section 14(d) of the Exchange Act.

2.26 "Incumbent Board" means those individuals who constitute the Southern board of directors as of January 1, 2008, plus any individual who shall become a director subsequent to such date whose election or nomination for election by Southern's shareholders was approved by a vote of at least 75% of the directors then comprising the Incumbent Board. Notwithstanding the foregoing, no individual who shall become a director of the Southern board of directors subsequent to January 1, 2008, whose initial assumption of office occurs as a result of an actual or threatened election contest (within the meaning of Rule 14a-11 of the regulations promulgated under the Exchange Act) with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Southern board of directors shall be a member of the Incumbent Board.

2.27 "Market Value" means the average of the high and low prices of the Common Stock, as published in the Wall Street Journal in its report of New York Stock Exchange composite transactions, on the date such Market Value is to be determined, as specified herein (or the average of the high and low sale prices on the trading day immediately preceding such date if the Common Stock is not traded on the New York Stock Exchange on such date).

2.28 "Modification Delay" means that the election shall not take effect until twelve (12) months after the date the election is made, the payment which is the subject of the election shall be deferred five (5) years from the date previously elected by the Director, and where applicable in the case of a payment made pursuant to a fixed schedule or specified time, the election must be made at least twelve (12) months prior to the time payment is scheduled to be made.

2.29 "Participant" means a Director or former Director who has an unpaid Deferred Compensation Account balance under the Plan.

2.30 "Participating Companies" means those companies that are affiliated with Southern whose boards of directors have authorized the establishment of trust(s) for the funding of their respective directors' Deferred Compensation Accounts under their respective Deferred Compensation Plans for Directors, including the Company.

2.31 "Person" means any individual, entity or group within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act.

2.32 "Phantom Stock Investment Account" means the bookkeeping account established pursuant to Section 7.2 in which a Director may elect to defer Cash Compensation or make investments, and includes amounts credited thereto to reflect the reinvestment of dividends.

2.33 "Plan" means the Deferred Compensation Plan for Outside Directors of Georgia Power Company as from time-to-time in effect.

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2.34 "Plan Period" means the period designated in Section 5.

2.35 "Preliminary Change in Control" means the occurrence of any of the following as determined by the Southern Committee:

(a) Southern or the Company has entered into a written agreement, such as, but not limited to, a letter of intent, which, if Consummated, would result in a Southern Change in Control or a Company Change in Control, as the case may be;

(b) Southern, the Company or any Person publicly announces an intention to take or to consider taking actions which, if Consummated, would result in a Southern Change in Control or a Company Change in Control under circumstances where the Consummation of the announced action or intended action is legally and financially possible;

(c) Any Person becomes the Beneficial Owner of fifteen percent (15%) or more of the Common Stock; or

(d) The Southern Board of Directors or the Board of Directors of the Company has declared that a Preliminary Change in Control has occurred.

2.36 "Prime Interest Rate" means the prime rate of interest as published in the Wall Street Journal or its successor on the 1st day of each quarter.

2.37 "Prime Rate Investment Account" means the bookkeeping account established pursuant to Section 7.1 in which a Director may elect to defer Cash Compensation or make investments, the investment return on which is computed at the Prime Interest Rate.

2.38 "Separation from Service" means a ceasing of the obligation to provide service as a Director.

2.39 "Southern" means Southern Company.

2.40 "Southern Board" means the Board of Directors of Southern.

2.41 "Southern Change in Control" means any of the following:

(a) The Consummation of an acquisition by any Person of Beneficial Ownership of 20% or more of Southern's Voting Securities; provided, however, that for purposes of this subsection (a), the following acquisitions of Southern's Voting Securities shall not constitute a Change in Control:

(i) any acquisition directly from Southern,

(ii) any acquisition by Southern,

(iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by Southern or any corporation controlled by Southern,

(iv) any acquisition by a qualified pension plan or publicly held mutual fund,

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(v) any acquisition by an Employee or Group composed exclusively of Employees, or

(vi) any Business Combination which would not otherwise constitute a Change in Control because of the application of clauses
(i), (ii) and (iii) of Section 2.41(a) of this Plan;

(b) A change in the composition of Southern's board of directors whereby individuals who constitute the Incumbent Board cease for any reason to constitute at least a majority of Southern's board of directors; or

(c) Consummation of a Business Combination, unless, following such Business Combination, all of the following three conditions are met:

(i) all or substantially all of the individuals and entities who held Beneficial Ownership, respectively, of Southern's Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, 65% or more of the combined voting power of the Voting Securities of the corporation surviving or resulting from such Business Combination, (including, without limitation, a corporation which as a result of such transaction holds Beneficial Ownership of all or substantially all of Southern's Voting Securities or all or substantially all of Southern's assets) (such surviving or resulting corporation to be referred to as "Surviving Company"), in substantially the same proportions as their ownership, immediately prior to such Business Combination, of Southern's Voting Securities;

(ii) no Person (excluding any corporation resulting from such Business Combination, any qualified pension plan, publicly held mutual fund, Group composed exclusively of employees or employee benefit plan (or related trust) of Southern, its subsidiaries, or Surviving Company) holds Beneficial Ownership, directly or indirectly, of 20% or more of the combined voting power of the then outstanding Voting Securities of Surviving Company except to the extent that such ownership existed prior to the Business Combination; and

(iii) at least a majority of the members of the board of directors of Surviving Company were members of the Incumbent Board at the earlier of the date of execution of the initial agreement, or of the action of the Southern board of directors, providing for such Business Combination.

2.42 "Southern Committee" means a committee comprised of the Chairman of the Southern Board, the Chief Financial Officer of Southern and the General Counsel of Southern.

2.43 "Stock Retainer" means the annual Board retainer fee that is paid to the Director in the form of Common Stock.

2.44 "Subsidiary Company Investment Account" means the bookkeeping account(s) established pursuant to Section 7.4 on behalf of a Director that is credited with shares of stock, other than Common Stock, paid as a dividend on shares of Common Stock.

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2.45 "Transferred Amount" means an amount (a) equal to the value of a Director's accounts under the applicable deferred compensation plan for directors of Southern, Alabama Power Company, Gulf Power Company, or Mississippi Power Company and (b) which has been transferred to the Plan in connection with the Director's transfer from the Southern Board or the board of directors of Alabama Power Company, Gulf Power Company, or Mississippi Power Company.

2.46 "Trust Administrator" means the individual or committee that is established in the Deferred Stock Trust and the Deferred Cash Trust, to administer such trusts on behalf of the Participating Companies.

2.47 "Voting Securities" means the outstanding voting securities of a corporation entitling the holder thereof to vote generally in the election of such corporation's directors.

Where the context requires, words in the masculine gender shall include the feminine gender, words in the singular shall include the plural, and words in the plural shall include the singular.

SECTION 3

Purpose

The Plan provides Directors with an opportunity to defer compensation paid to them on and after January 1, 2008 until a date following their Separation from Service as a member of the Board.

SECTION 4

Eligibility

An individual who serves as a Director and is not otherwise actively employed by the Company or any of its subsidiaries or affiliates is eligible to participate in the Plan.

SECTION 5

Plan Periods

Except as pertains to a Director's initial Plan Period, all Plan Periods shall be on a calendar year basis. The initial Plan Period applicable to any person elected to the Board who was not a Director on the preceding December 31, shall begin on the first day of the quarter next following the effective date of the Director's election to the Board where timing permits the transfer of Director compensation data for purposes of administration of an initial deferral election under this Section 5. Notwithstanding the preceding sentence, the initial Plan Period under this amended and restated Plan for Directors serving as of the Effective Date shall begin January 1, 2008.

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SECTION 6

Elections

6.1 Cash Compensation

(a) Prior to the beginning of a Plan Period, a Director may direct that payment of all or any portion of Cash Compensation that otherwise would be paid to the Director for the Plan Period, be deferred in amounts as designated by the Director, and credited to (i) a Prime Rate Investment Account, (ii) a Phantom Stock Investment Account, or (iii) a Deferred Stock Account. With respect to a Director's initial Plan Period, such direction to defer shall be made in a timely manner prior to the commencement of the Plan Period in accordance with requirements established by the Committee consistent with Section 5. Upon the Director's Separation from Service from the Board of Directors, such deferred compensation and accumulated investment return held in the Director's Deferred Compensation Accounts shall be distributed to the Director in accordance with the Director's Distribution Election and the provisions of Section 8.

(b) (i) An election to defer Cash Compensation is irrevocable for a Plan Period. Such an election shall continue from Plan Period to Plan Period unless the Director changes his election to defer Cash Compensation payable in a future Plan Period prior to the beginning of such future Plan Period.

(ii) The Participant may transfer all or a portion of his Deferred Compensation Account(s) to another Deferred Compensation Account(s) as provided below. No transfer of amounts between investment options shall be permitted under the Plan except during a window period and in accordance with requirements which may be designated by the Committee. The length and timing of each window period, the restrictions and procedures for transfer, the valuation of transferred Deferred Compensation Accounts or portions of Deferred Compensation Accounts, and the effective date of such transfers shall be determined by the Committee. In no event prior to a Director's Separation of Service from the Board may the Committee permit the transfer of a Participant's Stock Retainer. Notwithstanding the preceding sentence, a transfer of a Participant's Stock Retainer may occur after a Director's Separation from Service from the Board as determined by the Committee.

(c) Cash Compensation deferred under this Section 6.1 shall be invested in Deferred Compensation Accounts as directed by the Director in accordance with procedures established by the Committee prior to the Compensation Payment Date.

6.2 Stock Retainer

(a) Prior to the beginning of a Plan Period, a Director may direct that payment of all of the Stock Retainer that otherwise would be paid to the Director for the Plan Period, be deferred by the Director, and credited to his Deferred Stock Account. Such deferred compensation and accumulated investment return held in the Director's Deferred Stock Account shall be distributed to the Director in accordance with the Director's Distribution Election and the provisions of Section 8.

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(b) An election to defer the Stock Retainer is irrevocable for a Plan Period. Such an election shall continue from Plan Period to Plan Period unless the Director changes his election to defer his Stock Retainer paid in a future Plan Period prior to the beginning of such future Plan Period.

6.3 Distribution Election

(a) Except as set forth in Section 6.3(b), prior to the initial establishment of a Deferred Compensation Account for a Director, the Director must elect that upon Separation from Service from the Board of Directors the values and quantities held in the Directors Deferred Compensation Accounts be distributed to the Director, pursuant to the provisions of Section 8 in a single lump sum or in a series of annual installments not to exceed ten (10); provided that the Committee may establish in writing alternative installment payment schedules for any or all of the Deferred Compensation Accounts. The time for the commencement of distributions shall be elected by the Director and shall not be later than the first of the month coinciding with or next following the second anniversary of Separation from Service of Board membership. Notwithstanding the foregoing, a Director may elect to modify his distribution election under this
Section 6.3 provided that such modification is subject to the requirements of the Modification Delay.

(b) In the event of a Director's Separation from Service from the Board with Deferred Compensation Accounts established under Section 7.5, the Transferred Amounts and accumulated investment return held in the Accounts shall be distributed to the Director in accordance with the Director's distribution election in effect under the applicable deferred compensation plan for directors of Alabama Power Company, Georgia Power Company, Gulf Power Company, or Mississippi Power Company on the date the Director transferred to the Board, and the provisions of Section 8, unless such election is changed pursuant to Section 6.3(a).

6.4 Beneficiary Designation

A Director or former Director may designate a beneficiary to receive distributions from the Plan in accordance with the provisions of Section 8 upon the death of the Director. The beneficiary designation may be changed by a Director or former Director at any time, and without the consent of the prior beneficiary.

6.5 Form of Election

All elections pursuant to the provisions of this Section 6 of the Plan shall be made in writing to the Secretary of the Company or Assistant Secretary of the Company or such other person designated by the Committee on a form or forms available upon request.

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SECTION 7

Accounts

7.1 Prime Rate Investment Account

A Prime Rate Investment Account shall be established for each Director electing deferral of Cash Compensation for investment at the Prime Interest Rate. The amount directed by the Director to such account shall be credited to it as of the Compensation Payment Date, as applicable, and credited thereafter with interest computed using the Prime Interest Rate. Interest shall be computed from the date such compensation is credited to the account and compounded quarterly at the end of each calendar quarter. The Prime Interest Rate in effect on the first day of a calendar quarter shall be deemed the Prime Interest Rate in effect for that entire quarter. Interest shall accrue and compound on any balance until the amount credited to the account is fully distributed.

7.2 Phantom Stock Investment Account

The Phantom Stock Investment Account established for each Director electing deferral of Cash Compensation for investment at the Common Stock investment rate shall be credited with the number of shares (including fractional shares rounded to the nearest ten-thousandth) of Common Stock which could have been purchased on the Compensation Payment Date, as determined by dividing the applicable compensation by the Market Value on such date. On the date of the payment of dividends on the Common Stock, the Director's Phantom Stock Investment Account shall be credited with additional shares (including fractional shares rounded to the nearest ten-thousandth) of Common Stock, as follows:

(a) In the case of cash dividends, such additional shares as would have been purchased as of the Common Stock dividend record date as if the credited shares had been outstanding on such date and dividends reinvested thereon under the Southern Company Southern Investment Plan;

(b) In the case of dividends payable in property other than cash or Common Stock, such additional shares as could be purchased at the Market Value as of the date of payment with the fair market value of the property which would have been payable if the credited shares had been outstanding; and

(c) In the case of dividends payable in Common Stock, such additional shares as would have been payable on the credited shares as if they had been outstanding.

7.3 Deferred Stock Account

(a) A Director's Deferred Stock Account will be credited:

(i) with the number of shares of Common Stock (rounded to the nearest ten thousandth of a share) determined by dividing the sum of the amount of Cash Compensation subject to deferral or investment in the Deferred Stock Account and the Stock Retainer (that is denominated in dollars), by the average price paid by the Trustee of the Deferred

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Stock Trust for shares of Common Stock with respect to the Compensation Payment Date, as reported by the Trustee, or if the Trustee shall not at such time purchase any shares of Common Stock, by the Market Value on such date;

(ii) as of the date on which the Stock Retainer (that is denominated in shares of Common Stock) is paid, with the number of shares of Common Stock payable to the Director as his Stock Retainer; and

(iii) as of each date on which dividends are paid on the Common Stock, with the number of shares of Common Stock (rounded to the nearest ten thousandth of a share) determined by multiplying the number of shares of Common Stock credited in the Director's Deferred Stock Account on the dividend record date, by the dividend rate per share of Common Stock, and dividing the product by the price per share of Common Stock attributable to the reinvestment of dividends on the shares of Common Stock held in the Deferred Stock Trust on the applicable dividend payment date or, if the Trustee of the Deferred Stock Trust has not reinvested in shares of Common Stock on the applicable dividend reinvestment date, the product shall be divided by the Market Value on the dividend payment date.

(b) If Southern enters into transactions involving stock splits, stock dividends, reverse splits or any other recapitalization transactions, the number of shares of Common Stock credited to a Director's Deferred Stock Account will be adjusted (rounded to the nearest ten thousandth of a share) so that the Director's Deferred Stock Account reflects the same equity percentage interest in Southern after the recapitalization as was the case before such transaction. Notwithstanding the preceding sentence and in any event, any adjustment shall comply with the requirements of Section 409A of the Code.

(c) If at least a majority of Southern's stock is sold or exchanged by its shareholders pursuant to an integrated plan for cash or property (including stock of another corporation) or if substantially all of the assets of Southern are disposed of and, as a consequence thereof, cash or property is distributed to Southern's shareholders, each Director's Deferred Stock Account will, to the extent not already so credited under this Section 7.3, be (i) credited with the amount of cash or property receivable by a Southern shareholder directly holding the same number of shares of Common Stock as is credited to such Director's Deferred Stock Account and (ii) debited by that number of shares of Common Stock surrendered by such equivalent Southern shareholder. Notwithstanding the preceding sentence and in any event, any adjustment shall comply with the requirements of Section 409A of the Code.

(d) Each Director who has a Deferred Stock Account also shall be entitled to provide directions to the Trust Administrator to vote the Common Stock in his account in the Deferred Stock Trust with respect to any matter presented for a vote to the shareholders of Southern. Such Trust Administrator shall arrange for distribution to all Directors in a timely manner of all communications directed generally to the Southern shareholders as to which their votes are solicited.

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7.4 Subsidiary Company Investment Account

(a) A Director's Subsidiary Company Investment Account will be credited as of the date on which a dividend is paid in stock other than Common Stock to the Company's common stockholders with the number of shares of such other corporation's stock receivable by such Southern common stockholder. Thereafter, if dividends are paid on the above-described non-Common Stock dividends, such subsequent dividends shall be credited in the same manner as described in
Section 7.3(a)(iii).

(b) Each Director who has a Subsidiary Company Investment Account also shall be entitled to provide directions to the Trust Administrator to vote the applicable corporation's common stock held by the Deferred Stock Trust with respect to any matter presented for a vote to such corporation's shareholders. The Trust Administrator shall arrange for distribution to all Directors in a timely manner of all communications directed generally to the applicable corporation's shareholders as to which their votes are solicited.

7.5 Transferred Amounts

(a) As soon as administratively practicable, the Company shall establish for a Director transferring to the Board from the Southern Board or from the board of directors of Alabama Power Company, Gulf Power Company, or Mississippi Power Company such Deferred Compensation Accounts as are necessary to implement Section 7.5(b).

(b) Any Transferred Amounts will be credited to the Deferred Compensation Account(s) established that are comparable to the deferred compensation accounts to which such amounts were credited under the applicable deferred compensation plan for directors of Southern, Alabama Power Company, Gulf Power Company, or Mississippi Power Company as soon as administratively practicable following the date the Transferred Amounts are transferred to the Plan. Thereafter, the Transferred Amounts shall be credited with investment returns as applicable under this Section 7 of the Plan.

SECTION 8

Distributions

8.1 Manner of Distribution

Upon the Separation from Service of a Director's membership on the Board the amount credited to a Director's Deferred Compensation Accounts will be paid to the Director or his beneficiary, as applicable, in the following manner:

(a) the amount credited to a Director's Prime Rate Investment Account and Phantom Stock Investment Account shall be paid in cash;

(b) the amount credited to a Director's Deferred Stock Account shall, except as otherwise provided in Section 7.3 and Section 10.5, or to the extent the Company is otherwise, in the reasonable judgment of the Committee, precluded from doing so, be paid in shares of Common Stock (with any fractional share

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interest therein paid in cash to the extent of the then Market Value thereof); and

(c) the amount credited to a Subsidiary Company Investment Account shall, except as otherwise provided in Section 10.5, be paid from the assets in the Deferred Stock Trust in shares of the applicable corporation, provided however if there is not a sufficient number of shares held in the Trust, the remainder shall be paid in cash based upon the Market Value of such shares.

Such payments shall be from the general assets of the Company (including the Deferred Cash Trust and the Deferred Stock Trust) in accordance with this Section 8.

Notwithstanding the foregoing, in the event the Company enters into an agreement described in Section 8.3 with respect to a Director prior to the Director's Separation from Service as a Director, the Company shall have no obligation to make distributions to the Director under this Section 8.1 in connection with such Director's Separation from Service of membership on the Board.

8.2 Timing of Distribution(s)

Subject to the Committee's authority to establish in writing alternative payment schedules, deferred amounts shall be paid in the form of (i) a lump sum payment, or (ii) in approximately equal annual installments, as elected by the Director pursuant to the provisions of Section 6.3. Such payments shall be made (or shall commence) as soon as practicable following the Separation from Service of Board membership except that such period shall not exceed ninety (90) days as permitted by Code Section 409A or, if so elected by the Director in the Distribution Election, up to twenty-four (24) months following such Separation from Service.

If at the time of a Director's Separation from Service of Board membership, his Deferred Compensation Accounts have a cumulative balance of less than the limit in effect under Section 402(g)(1)(B) of the Internal Revenue Code, the balance of the Deferred Compensation Accounts may be distributed in a single lump sum payment.

If the Director elected to receive annual installments, the first installment shall be equal to the balance in the Director's Deferred Compensation Accounts on such date divided by the number of annual installment payments. Each subsequent annual payment shall be an amount equal to the balance in the Director's Deferred Compensation Accounts on the date of payment divided by the number of remaining annual payments and shall be paid on the anniversary of the preceding date of payment.

The Market Value of any shares of Common Stock credited to a Director's Phantom Stock Investment Account shall be determined as of a day of the month immediately preceding the date of any lump sum or installment distribution as determined by the Committee.

Upon the death of a Director, or a former Director prior to the payment of all amounts credited to the Director's Deferred Compensation Accounts, the unpaid balance shall be paid in a lump sum to the designated beneficiary of such Director or former Director within sixty (60) days of the date of death as permitted by Code Section 409A. In the event a beneficiary designation has not been made, or the designated beneficiary is deceased or cannot be located, payment shall be made to the estate of the Director or former Director. The

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Market Value of any shares of Common Stock credited to a Director's Phantom Stock Investment Account shall be determined as of a day of the month immediately preceding the date of any lump sum or installment distribution as determined by the Committee.

8.3 Transfers in Lieu of Distribution

If the Company enters into a written agreement with the parent, subsidiary, affiliate or former affiliate of the Company under which the parent or subsidiary, affiliate or former affiliate assumes the liability for a Director's benefits accrued under the Plan in connection with, but prior to, such Director's Separation from Service from the Board and the Director either has been or will be elected to the board of directors of such parent or subsidiary, affiliate or former affiliate of the Company, the liability for the Director's benefits which have accrued under the Plan as of the date the Director Separates from Service from the Board shall be transferred from the Company to the parent or subsidiary, affiliate or former affiliate of the Company, and the Company shall have no further obligation to make any distributions to the Director under Section 8.1 or any other section herein. For the avoidance of doubt, the event described in the preceding sentence shall not constitute a distribution event whereby deferred amounts under the Plan are paid to the Director in accordance with this Section 8.

SECTION 9

Funding Change in Control and Other Special Provisions

9.1 Funding Change in Control

Notwithstanding any other terms of the Plan to the contrary, following a Funding Event, the provisions of this Section 9 shall apply to the payment of benefits under the Plan with respect to any Director who is a Participant on such date.

9.2 Funding of Trusts

The Deferred Cash Trust and the Deferred Stock Trust (collectively "Trusts") have been established to hold assets of the Participating Companies under certain circumstances as a reserve for the discharge of the Company's obligations under the Plan. In the event of a Funding Event involving a Funding Change in Control, the Company shall be obligated to immediately contribute such amounts to the Trusts as may be necessary to fully fund all benefits payable under the Plan in accordance with the procedures set forth in Section 9.3 hereof. In addition, in order to provide the added protections for certain individuals in accordance with Paragraph 7(b) of the Deferred Cash Trust and Paragraph 7(c) of the Deferred Stock Trust, the Company may fund the Trusts prior to a Funding Event of the Company in accordance with the terms of the Trusts. All assets held in the Trusts remain subject only to the claims of the Participating Companies' general creditors whose claims against the Participating Companies are not satisfied because of the Participating Companies' bankruptcy or insolvency (as those terms are defined in the Trusts). No Participant has any preferred claim on, or beneficial ownership interest in, any assets of the Trusts before the assets are paid to the Participant and all

16

rights created under the Trusts, as under the Plan, are unsecured contractual claims of the Participant against the Company.

9.3 Funding Timing and Dispute Resolution

As soon as practicable following a Funding Event, the Company shall contribute to each Trust an amount based upon the funding strategy adopted by the Trust Administrator with the assistance of an appointed actuary necessary to fulfill the Company's obligations pursuant to this Section 9. In the event of a dispute over such actuary's determination with respect to either or both Trusts, the Company and any complaining Participant(s) shall refer such dispute to an independent, third party actuarial consultant, chosen by the Company and such Participant. If the Company and the Participant cannot agree on an independent, third party actuarial consultant, the actuarial consultant shall be chosen by lot from an equal number of actuaries submitted by the Company and the applicable Trustee. Any such referral shall only occur once in total and the determination by the third-party actuarial consultant shall be final and binding upon both parties. The Company shall be responsible for all of the fees and expenses of the independent actuarial consultant.

9.4 Lump Sum Payment

In the event of a Funding Change in Control, notwithstanding anything to the contrary in the Plan, upon a Director's Separation from Service from the Board, that amount in the Deferred Compensation Plan Account(s) of a Participant who was a Director determined as of the date of such Funding Change in Control shall be paid out in a lump sum provided that such Separation from Service occurred within two calendar years of the Funding Change in Control. The lump sum payment shall be made within ninety (90) days of such Separation from Service as permitted by Code Section 409A.

SECTION 10

General Provisions

10.1 In the event that the Company shall decide to establish an advance accrual reserve on its books against the future expense of payments from any Deferred Compensation Accounts, such reserve shall not under any circumstances be deemed to be an asset of this Plan but, at all times, shall remain a part of the general assets of the Company, subject to claims of the Company's creditors.

10.2 A person entitled to any amount under this Plan shall be a general unsecured creditor of the Company with respect to such amount. Furthermore, a person entitled to a payment or distribution with respect to a Deferred Compensation Account shall have a claim upon the Company only to the extent of the balance in his Deferred Compensation Accounts.

10.3 The Company will pay all commissions, fees, and expenses that may be incurred in operating the Plan.

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10.4 The Company will pay its prorated share of all commissions, fees, and expenses that may be incurred in operating any trust(s) established under the Plan (including the Deferred Stock Trust and the Deferred Cash Trust).

10.5 Notwithstanding any other provision of this Plan:

(a) elections under this Plan may only be made by Directors while they are directors of the Company; (with the exception of the designation of beneficiaries); and

(b) distributions otherwise payable to a Director in the form of Common Stock or other corporation's stock shall be delayed and/or instead paid in cash in an amount equal to the fair market value thereof if such payment in stock would violate any federal or State securities laws (including Section 16(b) of the Securities Exchange Act of 1934, as amended) and/or rules and regulations promulgated thereunder.

10.6 Directors, their legal representatives, and their beneficiaries shall have no right to anticipate, alienate, sell, assign, transfer, pledge or encumber their interests in the Plan, nor shall such interests be subject to attachment, garnishment, levy or execution by or on behalf of creditors of the Directors or of their beneficiaries.

SECTION 11

Administration

11.1 General Provisions

The Committee shall administer the Plan in accordance with its terms and shall have all powers necessary to carry out the provisions of the Plan as may be more particularly set forth herein. The Committee shall interpret the Plan and shall determine all questions arising in the administration, interpretation, and application of the Plan. Any such determination by the Committee shall be conclusive and binding on all persons. The Committee shall be the Plan's agent for service of process.

The Committee may delegate to such officers, employees, or departments of the Company or Southern, such authority, duties, and responsibilities of the Committee as it, in its sole discretion, considers necessary or appropriate for the proper and efficient operation of the Plan, including, without limitation,
(i) interpretation of the Plan, (ii) approval and payment of claims, and (iii) establishment of procedures for administration of the Plan.

11.2 Claims Process

If a claim for benefits under the Plan is denied, in whole or in part, the Committee will provide a written notice of the denial within a reasonable period of time, but not later than 90 days after the claim is received. If special circumstances require more time to process the claim, the Committee will issue a written explanation of the special circumstances prior to the end of the 90 day period and a decision will be made as soon as possible, but not later than 180 days after the claim is received.

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The written notice of claim denial will include:

o Specific reasons why the claim was denied;

o Specific references to applicable provisions of the Plan document or other relevant records or papers on which the denial is based, and information about where a Participant or his or her beneficiary may see them;

o A description of any additional material or information needed to process the claim, and an explanation of why such material or information is necessary;

o An explanation of the claims review procedure, including the time limits applicable to such procedure, as well as a statement notifying the Participant or his or her beneficiary of their right to file suit if the claim for benefits is denied, in whole or in part, on review.

Upon request, a Participant or his or her beneficiary will be provided without charge, reasonable access to, and copies of, all non-confidential documents that are relevant to any denial of benefits. A claimant has 60 days from the day he or she receives the original denial to request a review. Such request must be made in writing and sent to the Committee. The request should state the reasons why the claim should be reviewed and may also include evidence or documentation to support the claimant's position.

The Committee will reconsider the claimant's claim, taking into account all evidence, documentation, and other information related to the claim and submitted on the claimant's behalf, regardless of whether such information was submitted or considered in the initial denial of the claim. The Committee will make a decision within 60 days. If special circumstances require more time for this process, the claimant will receive written explanation of the special circumstances prior to the end of the initial 60 day period and a decision will be sent as soon as possible, but not later than 120 days after the Committee receives the request.

No legal action to recover benefits or enforce or clarify rights under a Plan can be commenced until the Participant or his or her beneficiary has first exhausted the claims and review procedures provided under the Plan.

SECTION 12

Amendment, Termination and Effective Date

12.1 Amendment of the Plan

The Plan may be amended or terminated at any time by the Board of Directors, provided, however, that no such amendment or termination of the Plan shall be effective if such amendment or termination is made or is effective within a period that is (a) six (6) months before, or at any time after, a Preliminary Change in Control and (b) prior to (x) the earlier of such time as the Southern Committee shall have determined that the event that gave rise to such Preliminary Change in Control shall not be Consummated or (y) two years following the respective Change in Control, unless such amendment or termination during such period has the effect of increasing benefits to Participants under

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the Plan, is determined by the Board of Directors to be immaterial, or applies solely to Directors who, in the case of a Company Change in Control, are not Directors on the date of the respective Preliminary Change in Control, or, in the case of a Southern Change in Control, are not Directors on the date of the respective Southern Change in Control. Following a Change in Control, nothing in this Section 12.1 shall prevent the Board of Directors from amending or terminating the Plan as to any subsequent Change in Control provided that no such amendment or termination shall impair any rights or reduce any benefits previously accrued under the Plan as a result of a previous Change in Control.

12.2 No Impairment of Benefits

Notwithstanding the provisions of Section 12.1 herein, no amendment to or termination of the Plan shall impair any rights to benefits that have accrued hereunder.

12.3 Section 409A of the Code

All payments of "non-qualified deferred compensation" (within the meaning of Section 409A of the Code), whether or not expressly designated as such, are intended to comply with the requirements of Section 409A, and shall be interpreted in accordance therewith. Neither the Participant nor the Company may accelerate any such deferred payment, except in compliance with Section 409A for such events that include but may not be limited to a termination of the Plan.

12.4 Governing Law

This Plan shall be construed in accordance with and governed by the laws of the State of Georgia to the extent not inconsistent with the requirement of the Employee Retirement Income Security Act of 1974, as amended, and Section 409A of the Code.

IN WITNESS WHEREOF, the Plan, as amended and restated effective January 1, 2008, has been executed pursuant to resolutions of the Board of Directors of Georgia Power Company, this 21 day of February, 2008.

GEORGIA POWER COMPANY

                                                    By:    /s/Daniel Lowery
                                                           Daniel Lowery
                                                        Corporate Secretary
Attest:

By:      /s/Wayne Boston
   Assistant Corporate Secretary

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SCHEDULE OF PROVISIONS FOR PRE-2005 DEFERRALS
SECTION 1

Purpose

1.1 Schedule of Provisions for Pre-2005 Deferrals: This Schedule sets forth the operative provisions of the Plan applicable to "grandfathered" deferrals of Cash Compensation and Stock Retainer made by Participants which are treated by the Company as not subject to Section 409A of the Code. The Deferred Compensation Account balance (plus earnings thereon) of the grandfathered deferrals shall only be subject to the provisions set forth in this Schedule. In accordance with transition rules under Section 409A of the Code, Internal Revenue Service Notice 2005-1, Treasury Regulation Section 1.409A-1 et seq., or any other applicable guidance from the Department of Treasury, these provisions are only intended to preserve the rights and features of the "grandfathered" deferrals and are, therefore, not intended to "materially modify" any aspect of such rights and features. Provisions of this Schedule should be so construed whenever necessary or appropriate. Provisions in this Schedule shall only be amended in accordance with this Schedule's terms.

SECTION 2

Definitions

2.1 "Beneficial Ownership" means beneficial ownership within the meaning of Rule 13d-3 promulgated under the Exchange Act.

2.2 "Board" or "Board of Directors" means the Board of Directors of the Company.

2.3 "Business Combination" means a reorganization, merger or consolidation or sale of Southern with another corporation or an entity treated as a corporation for United States federal income tax purposes.

2.4 "Cash Compensation" means the annual retainer fees and meeting fees payable to a Director in cash.

2.5 "Code" means the Internal Revenue Code of 1986, as amended, or any successor statute.

2.6 "Committee" means the Compensation and Executive Committees of the Board, or such other committee as may be designated by the Board to be responsible for administering the Plan and this Schedule.

2.7 "Common Stock" means the common stock of Southern, including any shares into which it may be split, subdivided, or combined.

2.8 "Company" means Georgia Power Company, or any successor thereto.

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2.9 "Company Change in Control" means the following:

(a) The Consummation of an acquisition by any Person of Beneficial Ownership of 50% or more of the combined voting power of the then outstanding Voting Securities of the Company; provided, however, that for purposes of this
Section 2.9, any acquisition by an Employee, or Group composed entirely of Employees, any qualified pension plan, any publicly held mutual fund or any employee benefit plan (or related trust) sponsored or maintained by Southern or any corporation Controlled by Southern shall not constitute a Change in Control;

(b) Consummation of a reorganization, merger or consolidation of the Company (a "Company Business Combination"), in each case, unless, following such Company Business Combination, Southern Controls the corporation surviving or resulting from such Company Business Combination; or

(c) Consummation of the sale or other disposition of all or substantially all of the assets of the Company to an entity which Southern does not Control.

2.10 "Compensation Payment Date" means the date on which compensation, including Cash Compensation and the Stock Retainer, is payable to a Director or compensation which would otherwise be payable to a Director if an election to defer such compensation had not been made.

2.11 "Consummation" means the completion of the final act necessary to complete a transaction as a matter of law, including, but not limited to, any required approvals by the corporation's shareholders and board of directors, the transfer of legal and beneficial title to securities or assets and the final approval of the transaction by any applicable domestic or foreign governments or agencies.

2.12 "Control" means, in the case of a corporation, Beneficial Ownership of more than 50% of the combined voting power of the corporation's Voting Securities, or in the case of any other entity, Beneficial Ownership of more than 50% of such entity's voting equity interests.

2.13 "Deferred Cash Trust" means the Deferred Cash Compensation Trust for Directors of The Southern Company and its Subsidiaries.

2.14 "Deferred Compensation Account" means the Prime Rate Investment Account, the Phantom Stock Investment Account, the Deferred Stock Account, and/or the Subsidiary Company Investment Account applicable to "grandfathered" deferrals of Cash Compensation and Stock Retainer made by Participants which are treated by the Company as not subject to Section 409A of the Code.

2.15 "Deferred Pension Election" means the election by a Director who had a Pension Benefit as of the Termination Date, who made a single one-time election, to credit all his Pension Benefit into (i) the Prime Rate Investment Account or (ii) the Phantom Stock Investment Account in connection with the

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deferral of receipt of the Director's Pension Benefit until termination from the Board.

2.16 "Deferred Stock Account" means the bookkeeping account established under Section 5.3 of this Schedule on behalf of a Director and includes shares of Common Stock credited thereto to reflect the reinvestment of dividends pursuant to Section 5.3(a)(iii) of this Schedule.

2.17 "Deferred Stock Trust" means the Deferred Stock Trust for Directors of The Southern Company and its Subsidiaries.

2.18 "Director" means a member of the Board.

2.19 "Distribution Election" means the designation by a Director of the manner of distribution of the amounts and quantities held in the Director's Deferred Compensation Accounts upon the director's termination from the Board pursuant to Section 6.4 of this Schedule.

2.20 "Employee" means an employee of Southern or any of its subsidiaries that are "employing companies" as defined in the Southern Company Deferred Compensation Plan as amended and restated effective January 1, 2005, and as may be amended from time to time.

2.21 "Exchange Act" means the Securities Exchange Act of 1934, as amended.

2.22 "Funding Change in Control" means any of the following:

(a) The Consummation of an acquisition by any Person of Beneficial Ownership (during the 12-month period ending on the date of the most recent acquisition by such Person) of 35% or more of Southern's Voting Securities; provided, however, that for purposes of this subsection (a), the following acquisitions of Southern's Voting Securities shall not constitute a Funding Change in Control:

(i) any acquisition directly from Southern;

(ii) any acquisition by Southern;

(iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by Southern or any corporation controlled by Southern;

(iv) any acquisition by a qualified pension plan or publicly held mutual fund;

(v) any acquisition by an employee of Southern or its subsidiary or affiliate, or Group composed exclusively of such employees; or

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(vi) any Business Combination which would not otherwise constitute a Funding Change in Control because of the application of clauses (i), (ii) and (iii) of this
Section 2.22(a);

(b) The date a majority of members of the Southern Board of Directors is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Southern Board of Directors before the date of the appointment or election;

(c) The Consummation of a Business Combination, unless, following such Business Combination, all of the following three conditions are met:

(i) all or substantially all of the individuals and entities who held Beneficial Ownership, respectively, of Southern's Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, 50% or more of the combined voting power of the Voting Securities of the corporation surviving or resulting from such Business Combination, (including, without limitation, a corporation which as a result of such transaction holds Beneficial Ownership of all or substantially all of Southern's Voting Securities or all or substantially all of Southern's assets) (such surviving or resulting corporation to be referred to as "Surviving Company"), in substantially the same proportions as their ownership, immediately prior to such Business Combination, of Southern's Voting Securities;

(ii) no Person (excluding any corporation resulting from such Business Combination, any qualified pension plan, publicly held mutual fund, Group composed exclusively of employees or employee benefit plan (or related trust) of Southern, its subsidiaries or Surviving Company) holds Beneficial Ownership, directly or indirectly, of 35% or more of the combined voting power of the then outstanding Voting Securities of Surviving Company except to the extent that such ownership existed prior to the Business Combination; and

(iii) the majority of the members of the board of directors of Surviving Company during the 12-month period following the Business Combination were members of the Southern Board of Directors at the earlier of the date of execution of the initial agreement, or of the action of the Southern Board of Directors, providing for such Business Combination or such members of the board of directors of the Surviving Company are directors whose appointment or election was endorsed by a majority of the members of such Southern Board of Directors.

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(d) The Consummation of an acquisition by any Person of Beneficial Ownership (during the 12-month period ending on the date of the most recent acquisition by such Person) of 50% or more of the combined voting power of the then outstanding Voting Securities of the Company; provided, however, that for purposes of this Section 2.22(d), any acquisition by an employee of Southern or its subsidiary or affiliate, or Group composed entirely of such employees, any qualified pension plan, publicly held mutual fund or any employee benefit plan (or related trust) sponsored or maintained by Southern or any corporation Controlled by Southern shall not constitute a Funding Change in Control;

(e) The Consummation of a reorganization, merger or consolidation of the Company with another corporation (a "Funding Subsidiary Business Combination"), in each case, unless, following such Funding Subsidiary Business Combination, Southern Controls the corporation surviving or resulting from such Funding Subsidiary Business Combination, or

(f) The Consummation of the sale or other disposition of all or substantially all of the assets of the Company to an entity that Southern does not Control; provided, however, that for purposes of this subsection (f) the following sales or dispositions otherwise described herein shall not constitute a Funding Change in Control:

(i) the sale or other disposition of all or substantially all of the assets of the Company to Southern or to a shareholder of Southern in exchange for or with respect to such shareholder's stock of Southern;

(ii) the sale of other disposition of all or substantially all of the assets of the Company to a Person that owns, directly or indirectly, 50% or more of the total value or voting power of the outstanding stock of Southern; or

(iii) the sale or other disposition of all or substantially all of the assets of the Company to an entity Controlled by shareholders of Southern that hold, directly or indirectly, 50% or more of the total value or voting power of all of the outstanding stock of Southern.

For purposes of this Section 2.22(f) "all or substantially all of the assets" means at least 80% of the gross value of the assets of the entity immediately before the acquisition.

2.23 "Funding Event" shall mean the occurrence of any of the following events as administratively determined by the Southern Committee:

(a) Southern or the Company has entered into a written agreement, such as, but not limited to, a letter of intent, which, if Consummated, would result in a Funding Change in Control;

25

(b) Southern, the Company or any other Person publicly announces an intention to take or to consider taking actions which, if Consummated, would result in a Funding Change in Control under circumstances where the Consummation of the announced action or intended action is legally and financially possible;

(c) Any Person acquires Beneficial Ownership of fifteen percent (15%) or more of the Common Stock; or

(d) The Southern Board of Directors or the board of directors of the Company elects to otherwise fund the Deferred Cash Trust and Deferred Stock Trust in accordance with the provisions of Section 7 of this Schedule.

2.24 "Funding Subsidiary Business Combination" shall have the meaning set forth in Section 2.22(e) hereof.

2.25 "Group" has the meaning set forth in Section 14(d) of the Exchange Act.

2.26 "Incumbent Board" means those individuals who constitute the Southern board of directors as of January 1, 2008, plus any individual who shall become a director subsequent to such date whose election or nomination for election by Southern's shareholders was approved by a vote of at least 75% of the directors then comprising the Incumbent Board. Notwithstanding the foregoing, no individual who shall become a director of the Southern board of directors subsequent to January 1, 2008, whose initial assumption of office occurs as a result of an actual or threatened election contest (within the meaning of Rule 14a-11 of the regulations promulgated under the Exchange Act) with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Southern board of directors shall be a member of the Incumbent Board.

2.27 "Market Value" means the average of the high and low prices of the Common Stock, as published in the Wall Street Journal in its report of New York Stock Exchange composite transactions, on the date such Market Value is to be determined, as specified herein (or the average of the high and low sale prices on the trading day immediately preceding such date if the Common Stock is not traded on the New York Stock Exchange on such date).

2.28 "Participant" means a Director or former Director who has an unpaid Deferred Compensation Account balance under this Schedule.

2.29 "Participating Companies" means those companies that are affiliated with Southern whose boards of directors have authorized the establishment of trust(s) for the funding of their respective directors' Deferred Compensation Accounts under their respective Deferred Compensation Plans for Directors, including the Plan as maintained by the Company for its Directors.

2.30 "Pension Benefit" means the U.S. dollar amount of the actuarially-determined present value of benefits based on a Director's expected service at the required retirement date under The Southern Company Outside Directors Pension Plan, as calculated as of the Termination Date, plus accrued earnings on such amount calculated as if invested at the Prime Interest Rate

26

from the Termination Date, until such amount is invested in Deferred Compensation Accounts.

2.31 "Pension Benefit Investment Date" means the date to be determined by the Committee, as of which the Director's Pension Benefit will be credited to a Deferred Compensation Account in accordance with the director's Deferred Pension Election.

2.32 "Person" means any individual, entity or group within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act.

2.33 "Phantom Stock Investment Account" means the bookkeeping account established pursuant to Section 5.2 of this Schedule in which a Director may elect to defer Cash Compensation or make investments, and includes amounts credited thereto to reflect the reinvestment of dividends.

2.34 "Plan" means the Deferred Compensation Plan for Outside Directors of Georgia Power Company as from time to time in effect.

2.35 "Plan Period" means the period designated in Section 4.

2.36 "Preliminary Change in Control" means the occurrence of any of the following as determined by the Southern Committee:

(a) Southern or the Company has entered into a written agreement, such as, but not limited to, a letter of intent, which, if Consummated, would result in a Southern Change in Control or a Company Change in Control, as the case may be;

(b) Southern, the Company or any Person publicly announces an intention to take or to consider taking actions which, if Consummated, would result in a Southern Change in Control or a Company Change in Control under circumstances where the Consummation of the announced action or intended action is legally and financially possible;

(c) Any Person becomes the Beneficial Owner of fifteen percent (15%) or more of the Common Stock; or

(d) The Southern board of directors or the board of directors of the Company has declared that a Preliminary Change in Control has occurred.

2.37 "Prime Interest Rate" means the prime rate of interest as published in the Wall Street Journal, or its successor on the 1st day of each quarter.

2.38 "Prime Rate Investment Account" means the bookkeeping account established pursuant to Section 5.1 of this Schedule in which a Director may elect to defer Cash Compensation or make investments, the investment return on which is computed at the Prime Interest Rate.

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2.39 "Southern" means The Southern Company.

2.40 "Southern Change in Control" means any of the following:

(a) The Consummation of an acquisition by any Person of Beneficial Ownership of 20% or more of Southern's Voting Securities; provided, however, that for purposes of this subsection (a), the following acquisitions of Southern's Voting Securities shall not constitute a Change in Control:

(i) any acquisition directly from Southern,

(ii) any acquisition by Southern,

(iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by Southern or any corporation controlled by Southern,

(iv) any acquisition by a qualified pension plan or publicly held mutual fund,

(v) any acquisition by an Employee or Group composed exclusively of Employees, or

(vi) any Business Combination which would not otherwise constitute a Change in Control because of the application of clauses (i),
(ii) and (iii) of Section 2.40(a) of this Schedule;

(b) A change in the composition of Southern's board of directors whereby individuals who constitute the Incumbent Board cease for any reason to constitute at least a majority of Southern's board of directors; or

(c) Consummation of a Business Combination, unless, following such Business Combination, all of the following three conditions are met:

(i) all or substantially all of the individuals and entities who held Beneficial Ownership, respectively, of Southern's Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, 65% or more of the combined voting power of the Voting Securities of the corporation surviving or resulting from such Business Combination, (including, without limitation, a corporation which as a result of such transaction holds Beneficial Ownership of all or substantially all of Southern's Voting Securities or all or substantially all of Southern's assets) (such surviving or resulting corporation to be referred to as "Surviving Company"), in substantially the same proportions as their ownership, immediately prior to such Business Combination, of Southern's Voting Securities;

28

(ii) no Person (excluding any corporation resulting from such Business Combination, any qualified pension plan, publicly held mutual fund, Group composed exclusively of employees or employee benefit plan (or related trust) of Southern, its subsidiaries, or Surviving Company) holds Beneficial Ownership, directly or indirectly, of 20% or more of the combined voting power of the then outstanding Voting Securities of Surviving Company except to the extent that such ownership existed prior to the Business Combination; and

(iii) at least a majority of the members of the Board were members of the Incumbent Board at the earlier of the date of execution of the initial agreement, or of the action of the Southern board of directors, providing for such Business Combination.

2.41 "Southern Committee" means a committee comprised of the Chairman of the Southern Board of Directors, the Chief Financial Officer of Southern, and the General Counsel of Southern.

2.42 "Stock Retainer" means the annual Board retainer fee that is paid to the Director in the form of Common Stock.

2.43 "Subsidiary Company Investment Account" means the bookkeeping account(s) established pursuant to Section 5.4 of this Schedule on behalf of a Director that is credited with shares of stock, other than Common Stock, paid as a dividend on shares of Common Stock.

2.44 "Termination Date" means January 1, 1997, the date as of which The Southern Company Outside Directors Pension Plan was effectively terminated.

2.45 "Transferred Amount" means an amount (a) equal to the value of a Director's accounts under the applicable deferred compensation plan for directors of Southern, Alabama Power Company, Gulf Power Company, Mississippi Power Company, or Savannah Electric and Power Company and (b) which has been transferred to the Plan in connection with the Director's transfer from the board of directors of Southern, Alabama Power Company, Gulf Power Company, Mississippi Power Company, or Savannah Electric and Power Company to the Board.

2.46 "Transferred Amount Investment Date" means the date as of which a Director's Transferred Amount will be credited to a Deferred Compensation Account in accordance with Section 5.5 of this Schedule.

2.47 "Trust Administrator" means the individual or committee that is established in the Deferred Stock Trust and the Deferred Cash Trust, to administer such trusts on behalf of the Participating Companies.

2.48 "Voting Securities" shall mean the outstanding voting securities of a corporation entitling the holder thereof to vote generally in the election of such corporation's directors.

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Where the context requires, words in the masculine gender shall include the feminine gender, words in the singular shall include the plural, and words in the plural shall include the singular.

SECTION 3

Eligibility

For so long as a Director has a Deferred Compensation Account balance governed by this Schedule, he or she shall be a Participant in the Plan for purposes of this Schedule, and such Deferred Compensation Account balance shall be maintained and administered solely in accordance with the terms of this Schedule.

SECTION 4

Plan Periods

No new deferral elections may be made which are subject to this Schedule.

SECTION 5

Accounts

5.1 Prime Rate Investment Account

A Prime Rate Investment Account shall be established for each Director electing deferral of Cash Compensation for investment at the Prime Interest Rate. The amount directed by the Director to such account shall be credited to it as of the Pension Benefit Investment Date, Compensation Payment Date, or Transferred Amount Investment Date, as applicable, and credited thereafter with interest computed using the Prime Interest Rate. Interest shall be computed from the date such compensation is credited to the account and compounded quarterly at the end of each calendar quarter. The Prime Interest Rate in effect on the first day of a calendar quarter shall be deemed the Prime Interest Rate in effect for that entire quarter. Interest shall accrue and compound on any balance until the amount credited to the account is fully distributed.

5.2 Phantom Stock Investment Account

The Phantom Stock Investment Account established for each Director electing deferral of Cash Compensation for investment at the Common Stock investment rate shall be credited with the number of shares (including fractional shares rounded to the nearest ten-thousandth) of Common Stock which could have been purchased on the Pension Benefit Investment Date, the Compensation Payment Date, or Transferred Amount Investment Date, as applicable, as determined by dividing the applicable compensation by the Market Value on such date. On the date of the payment of dividends on the Common Stock, the Director's Phantom Stock Investment Account shall be credited with additional shares (including fractional shares rounded to the nearest ten-thousandth) of Common Stock, as follows:

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(a) In the case of cash dividends, such additional shares as would have been purchased as of the Common Stock dividend record date as if the credited shares had been outstanding on such date and dividends reinvested thereon under the Southern Company Southern Investment Plan;

(b) In the case of dividends payable in property other than cash or Common Stock, such additional shares as could be purchased at the Market Value as of the date of payment with the fair market value of the property which would have been payable if the credited shares had been outstanding; and

(c) In the case of dividends payable in Common Stock, such additional shares as would have been payable on the credited shares as if they had been outstanding.

5.3 Deferred Stock Account

(a) A Director's Deferred Stock Account will be credited:

(i) with the number of shares of Common Stock (rounded to the nearest ten thousandth of a share) determined by dividing the amount of Cash Compensation subject to deferral or investment in the Deferred Stock Account by the average price paid by the Trustee of the Deferred Stock Trust for shares of Common Stock with respect to the Pension Benefit Investment Date or the Compensation Payment Date, as applicable, as reported by the Trustee, or, if the Trustee shall not at such time purchase any shares of Common Stock, by the Market Value on such date;

(ii) as of the date on which Stock Retainer is paid, the shares of Common Stock payable to the Director as his Stock Retainer; and

(iii) as of each date on which dividends are paid on the Common Stock, with the number of shares of Common Stock
(rounded to the nearest ten thousandth of a share) determined by multiplying the number of shares of Common Stock credited in the Director's Deferred Stock Account on the dividend record date, by the dividend rate per share of Common Stock, and dividing the product by the price per share of Common Stock attributable to the reinvestment of dividends on the shares of Common Stock held in the Deferred Stock Trust on the applicable dividend payment date or, if the Trustee of the Deferred Stock Trust has not reinvested in shares of Common Stock on the applicable dividend reinvestment date, the product shall be divided by the Market Value on the dividend payment date.

(b) If Southern enters into transactions involving stock splits, stock dividends, reverse splits or any other recapitalization transactions, the number of shares of Common Stock credited to a Director's Deferred Stock Account

31

will be adjusted (rounded to the nearest ten thousandth of a share) so that the Director's Deferred Stock Account reflects the same equity percentage interest in Southern after the recapitalization as was the case before such transaction.

(c) If at least a majority of Southern's stock is sold or exchanged by its shareholders pursuant to an integrated plan for cash or property (including stock of another corporation) or if substantially all of the assets of Southern are disposed of and, as a consequence thereof, cash or property is distributed to Southern's shareholders, each Director's Deferred Stock Account will, to the extent not already so credited under this Section 5.3, be (i) credited with the amount of cash or property receivable by a Southern shareholder directly holding the same number of shares of Common Stock as is credited to such Director's Deferred Stock Account and (ii) debited by that number of shares of Common Stock surrendered by such equivalent Southern shareholder.

(d) Each Director who has a Deferred Stock Account also shall be entitled to provide directions to the Trust Administrator to vote the Common Stock in his account in the Deferred Stock Trust with respect to any matter presented for a vote to the shareholders of Southern. Such Trust Administrator shall arrange for distribution to all Directors in a timely manner of all communications directed generally to the Southern shareholders as to which their votes are solicited.

5.4 Subsidiary Company Investment Account

(a) A Director's Stock Dividend Investment Account will be credited as of the date on which a dividend is paid in stock other than Common Stock to the Company's common stockholders with the number of shares of such other corporation's stock receivable by such Southern common stockholder. Thereafter, if dividends are paid on the above-described non-Common Stock dividends, such subsequent dividends shall be credited in the same manner as described in Section 5.3(a)(iii) of this Schedule.

(b) Each Director who has a Subsidiary Company Investment Account also shall be entitled to provide directions to the Trust Administrator to vote the applicable corporation's common stock held by the Deferred Stock Trust equivalent to the number of shares credited to the Director's Subsidiary Company Investment Account with respect to any matter presented for a vote to such corporation's shareholders. The Trust Administrator shall arrange for distribution to all Directors in a timely manner of all communications directed generally to the applicable corporation's shareholders as to which their votes are solicited.

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5.5 Transferred Amounts

(a) As soon as administratively practicable, the Company shall establish for a Director transferring to the Board from the board of directors of Southern, Alabama Power Company, Gulf Power Company, Mississippi Power Company, or Savannah Electric and Power Company, such Deferred Compensation Accounts as are necessary to implement Section 5.5(b) below.

(b) Any Transferred Amounts will be credited to the Deferred Compensation Account(s) established that are comparable to the deferred compensation accounts to which such amounts were credited under the applicable deferred compensation plan for directors of Southern, Alabama Power Company, Gulf Power Company, Mississippi Power Company, or Savannah Electric and Power Company, as soon as administratively practicable following the date the Transferred Amounts are transferred to the Plan. Thereafter, the Transferred Amounts shall be credited with investment returns as applicable under this Section 5 of the Schedule.

SECTION 6

Distributions

6.1 Upon the termination of a Director's membership on the Board the amount credited to a Director's Deferred Compensation Accounts will be paid to the Director or his beneficiary, as applicable, in the following manner:

(a) the amount credited to a Director's Prime Rate Investment Account and Phantom Stock Investment Account shall be paid in cash;

(b) the amount credited to a Director's Deferred Stock Account shall, except as otherwise provided in Sections 5.3 and 6.7 of this Schedule, or to the extent the Company is otherwise, in the reasonable judgment of the Committee, precluded from doing so, be paid in shares of Common Stock (with any fractional share interest therein paid in cash to the extent of the then Market Value thereof); and

(c) the amount credited to a Subsidiary Company Investment Account shall, except as otherwise provided in Section 6.7 of this Schedule, be paid from the assets in the Deferred Stock Trust in shares of the applicable corporation, however if there is not a sufficient number of shares held in the Trust, the remainder shall be paid in cash based upon the Market Value of such shares.

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Such payments shall be from the general assets of the Company (including the Deferred Cash Trust and the Deferred Stock Trust) in accordance with this Section 6.

Notwithstanding the foregoing, in the event the Company enters into an agreement described in Section 6.3 of this Schedule with respect to a Director prior to the Director's termination of membership, the Company shall have no obligation to make distributions to the Director under this Section 6.1 in connection with such Director's termination of membership on the Board.

6.2 Unless other arrangements are specified by the Committee on a uniform and nondiscriminatory basis, deferred amounts shall be paid in the form of (i) a lump sum payment, or (ii) in approximately equal annual installments, as elected by the Director pursuant to the provisions of Section 6.4 of this Schedule. Such payments shall be made (or shall commence) as soon as practicable following the termination of Board membership or, if so elected in the Distribution Election, up to twenty-four (24) months following such termination.

In the event a Director elected to receive the balance of his Deferred Compensation Accounts in a lump sum, distribution shall be made on the first day of the month selected by the Director on his Distribution Election, or as soon as reasonably possible thereafter. If the Director elected to receive annual installments, the first payment shall be made on the first day of the month selected by a Director, or as soon as reasonably possible thereafter, and shall be equal to the balance in the Director's Deferred Compensation Accounts on such date divided by the number of annual installment payments. Each subsequent annual payment shall be an amount equal to the balance in the Director's Deferred Compensation Accounts on the date of payment divided by the number of remaining annual payments and shall be paid on the anniversary of the preceding date of payment. The Market Value of any shares of Common Stock credited to a Director's Phantom Stock Investment Account shall be determined as of a day of the month immediately preceding the date of any lump sum or installment distribution as determined by the Committee.

Upon the death of a Director, or a former Director prior to the payment of all amounts credited to the Director's Deferred Compensation Accounts, the unpaid balance shall be paid in the sole discretion of the Committee (i) in a lump sum to the designated beneficiary of such Director or former Director within thirty (30) days of the date of death (or as soon as reasonably possible thereafter) or (ii) in accordance with the Distribution Election made by such Director or former Director. In the event a beneficiary designation has not been made, or the designated beneficiary is deceased or cannot be located, payment shall be made to the estate of the Director or former Director. The Market Value of any shares of Common Stock credited to a Director's Phantom Stock Investment Account shall be determined as of a day of the month immediately preceding the date of any lump sum or installment distribution as determined by the Committee.

6.3 If the Company enters into a written agreement with a parent, subsidiary, affiliate or former affiliate of the Company under which the parent or affiliate assumes liability for a Director's benefits accrued under the Schedule in connection with, but prior to, such Director's termination of membership on the Board and the Director either has been or will be elected to the board of directors of such parent or affiliate of the Company, the value of

34

the Director's benefits which have accrued under this Schedule as of the date the Director terminates from the Board shall be transferred from the Company to the parent, subsidiary, affiliate or former affiliate of the Company, and the Company shall have no further obligation to make any distributions to the Director under Section 6.1 of this Schedule or any other section herein.

6.4 Distribution Election

(a) Except as set forth in Sections 6.4(b) and (c) of this Schedule, prior to the initial establishment of a Deferred Compensation Account for a Director, the Director must elect, in writing, that upon termination from the Board of Directors the values and quantities held in the Directors Deferred Compensation Accounts be distributed to the Director, pursuant to the provisions of this Section 6, in a lump sum or in a series of annual installments not to exceed ten (10). The time for the commencement of distribution shall not be later than the first day of the month coinciding with or next following the second anniversary of termination of Board membership.

(b) Any Director who made a Deferred Pension Election made a Distribution Election at the time the Deferred Pension Election was made attributable to the Pension Benefit and any accumulated investment return.

(c) In the event a Director terminates from the Board with Deferred Compensation Accounts established under Section 5.5 of this Schedule, the Transferred Amounts and accumulated investment return held in such Accounts shall be distributed to the Director in accordance with the Director's distribution election in effect under the applicable deferred compensation plan for directors of Southern or one of its subsidiaries or affiliates on the date the Director is transferred to the Board and the provisions of this
Section 6, unless such election is changed pursuant to
Section 6.4(d) below.

(d) Distribution Elections made under Sections 6.4 (a), (b) and
(c) above are irrevocable except that a Director may amend any of the Distribution Elections then in effect while the Director is still a director of the Company as required under Section 6.7 of this Schedule and not later than the 361st day prior to the date of the earliest distribution elected and in place under this Schedule. Any amendment to a Director's Distribution Election pursuant to the preceding sentence shall not accelerate the commencement of the Director's distribution to a date which is prior to the 13th month following the date of such amendment. In addition, any amendment to a Distribution Election must be made on a form prescribed by the Committee and delivered to the Secretary or Assistant Secretary of the Company.

35

6.5 Beneficiary Designation

A Director or former Director may designate a beneficiary to receive distributions under this Schedule in accordance with the provisions of this
Section 6 upon the death of the director. The beneficiary designation may be changed by a Director or former Director at any time, and without the consent of the prior beneficiary.

6.6 Form of Election

All elections pursuant to the provisions of this Section 6 of the Schedule shall be made in writing to the Secretary or Assistant Secretary of the Company on a form or forms available upon request of the Secretary or Assistant Secretary.

6.7 Distribution Limitations

Notwithstanding any other provision of this Schedule: (i) elections under this Schedule may only be made by Directors while they are directors of the Company (with the exception of the designation of beneficiaries), and (ii) distributions otherwise payable to a Director in the form of Common Stock shall be delayed and/or instead paid in cash in an amount equal to the fair market value thereof if such payment in Common Stock would violate any federal or State securities laws (including Section 16(b) of the Securities Exchange Act of 1934, as amended) and/or rules and regulations promulgated thereunder.

SECTION 7

Change in Control and Other Special Provisions

7.1 Notwithstanding any other terms of this Schedule to the contrary, following a Funding Event or a Preliminary Change in Control as the case may be, the provisions of this Section 7 shall apply to the payment of benefits under this Schedule with respect to any Director who is a Participant on such date.

7.2 The Deferred Cash Trust and the Deferred Stock Trust (collectively "Trusts") have been established to hold assets of the Participating Companies under certain circumstances as a reserve for the discharge of the Company's obligations under the Schedule. In the event of a Funding Event involving a Funding Change in Control, the Company shall be obligated to immediately contribute such amounts to the Trusts as may be necessary to fully fund all benefits payable under this Schedule in accordance with the procedures set forth in Section 7.3 hereof. In addition, in order to provide the added protections for certain individuals in accordance with Paragraph 7(b) of the Deferred Cash Trust and Paragraph 7(c) of the Deferred Stock Trust, the Company may fund the Trusts prior to a Funding Change in Control of Southern or the Company in accordance with the terms of the Trusts. All assets held in the Trusts remain subject only to the claims of the Participating Companies' general creditors whose claims against the Participating Companies are not satisfied because of the Participating Companies' bankruptcy or insolvency (as those terms are defined in the Trust). No Participant has any preferred claim on, or beneficial ownership interest in, any assets of the Trusts before the assets are paid to the Participant and all rights created under the Trusts, as under this Schedule, are unsecured contractual claims of the Participant against the Company.

36

7.3 As soon as practicable following a Funding Event, the Company shall contribute an amount based upon the funding strategy adopted by the Trust Administrator with the assistance of an appointed actuary necessary to fulfill the Company's obligations pursuant to this Section 7. In the event of a dispute over such actuary's determination, the Company and any complaining Participant(s) shall refer such dispute to an independent, third party actuarial consultant, chosen by the Company and such Participant. If the Company and the Participant cannot agree on an independent, third party actuarial consultant, the actuarial consultant shall be chosen by lot from an equal number of actuaries submitted by the Company and the applicable Trustee. Any such referral shall only occur once in total and the determination by the third-party actuarial consultant shall be final and binding upon both parties. The Company shall be responsible for all of the fees and expenses of the independent actuarial consultant.

7.4 In the event of a Southern Change in Control or a Company Change in Control, notwithstanding anything to the contrary in this Schedule, upon termination as a Director, that amount in the Deferred Compensation Plan Account(s) of a Participant who was a Director determined as of such Change in Control shall be paid out in a lump sum if such Participant makes an election pursuant to procedures established by the Trust Administrator, in its sole and absolute discretion. If no such election is made, the Director shall receive payment of his Accounts solely in accordance with Section 6 of this Schedule.

SECTION 8

Miscellaneous Provisions

8.1 Except for Sections 12.1 and 12.2 of the main body of the Plan, Sections 9, 10 and 11 of the main body of the Plan are hereby incorporated by reference into this Schedule. Any amendment to Sections 9, 10 and 11 of the main body of the Plan shall operate as an amendment to Sections 9, 10 and 11 of the Schedule except that Section 8.2 below shall set forth the sole method for amending and/or terminating this Schedule.

8.2 Subject to Section 8.1, this Schedule may be amended or terminated at any time by the Board in its sole discretion at any time and from time to time by written resolution expressly modifying this Schedule provided, however, that no such amendment or termination shall impair any rights to any benefits that have accrued hereunder, and further provided that no such amendment or termination of the Plan shall be effective if such amendment or termination is made or is effective within a period that is (a) six (6) months before, or at any time after, a Preliminary Change in Control and (b) prior to (x) the earlier of such time as the Southern Committee shall have determined that the event that gave rise to such Preliminary Change in Control shall not be Consummated or (y) two years following the respective Change in Control, unless such amendment or termination during such period has the effect of increasing benefits to Participants under the Plan, is determined by the Board of Directors to be immaterial, or applies solely to Directors who, in the case of a Company Change in Control, are not Directors on the date of the respective Preliminary Change in Control, or, in the case of a Southern Change in Control, are not Directors on the date of the respective Southern Change in Control. Following a Change in Control, nothing in this Section 8.2 shall prevent the Board of Directors from amending or terminating the Schedule as to any subsequent Change in Control provided that no such amendment or termination shall impair any rights or reduce

37

any benefits previously accrued under the Schedule as a result of a previous Change in Control. It is the Company's intent that any modification to this Schedule shall not constitute nor shall it be interpreted to be a "material modification" of any right or feature of this Schedule as such term is defined under Section 409A of the Code, Internal Revenue Service Notice 2005-1, Treasury Regulation Section 1.409A-1 et seq., or any subsequent guidance promulgated by the Treasury Department, unless the Schedule is amended contemporaneously to comply with Code Section 409A.

38

EXHIBIT 10(a)25

 

BASE SALARIES OF NAMED EXECUTIVE OFFICERS

 

THE SOUTHERN COMPANY

 

Effective as of March 1, 2008, the following are the annual base salaries of the Chief Executive Officer, Chief Financial Officer and certain other executive officers of The Southern Company.

 

David M. Ratcliffe

President and Chief Executive Officer

$1,129,467

W. Paul Bowers

Executive Vice President and Chief Financial Officer

$565,098

Thomas M. Fanning

Executive Vice President

$664,685

Charles D. McCrary

Executive Vice President of the Company,

President and Chief Executive Officer of Alabama

Power Company

$662,242

Michael D. Garrett

Executive Vice President of the Company,

President and Chief Executive Officer of Georgia Power

Company

$695,402

G. Edison Holland, Jr.

Executive Vice President

 

$541,544

 

 

 

 

 

 

 

Exhibit 10(a)26

 

 

SUMMARY OF NON-EMPLOYEE DIRECTOR COMPENSATION

 

THE SOUTHERN COMPANY

 

Only non-employee directors are compensated for service on the Board of Directors (the "Board") of The Southern Company (the "Company"). The pay components are as follows:

 

Annual Retainers:

 

$175,000 of which $90,000 is deferred in shares of Company common stock until Board membership ends;

$12,500 if serving as Chair of a standing Board committee; and

$12,500 if serving as the Presiding Director

 

 

Meeting Fees:

 

$2,500 for participation in a meeting of the Board, if the number of meetings exceeds eight annually

 

Directors may elect to defer up to 100 percent of their compensation until membership on the Board ends. There is no pension plan for non-employee Directors.

 

 

 

 

 

EXHIBIT 10(b)17

 

BASE SALARIES OF NAMED EXECUTIVE OFFICERS

 

ALABAMA POWER COMPANY

 

Effective as of March 1, 2008, the following are the annual base salaries of the Chief Executive Officer, the Chief Financial Officer and certain other executive officers of Alabama Power Company.

 

Charles D. McCrary

President and Chief Executive Officer

$662,242

Art P. Beattie

Executive Vice President, Chief Financial Officer and

Treasurer

$289,068

C. Alan Martin

Executive Vice President

$441,348

Steven R. Spencer

Executive Vice President

$379,187

Jerry L. Stewart

Senior Vice President

$354,792

 

 

 

 

 

 

EXHIBIT 10(c)22

 

BASE SALARIES OF NAMED EXECUTIVE OFFICERS

 

GEORGIA POWER COMPANY

 

Effective as of March 1, 2008 the following are the annual base salaries of the Chief Executive Officer, Chief Financial Officer and certain other executive officers of Georgia Power Company (the “Company”).

 

Michael D. Garrett

President and Chief Executive Officer

$695,402

Cliff S. Thrasher

Executive Vice President, Chief Financial Officer and Treasurer

$282,366

Christopher C. Womack

Senior Vice President

$336,616

James H. Miller, III

Senior Vice President and General Counsel

$336,137

Mickey A. Brown

Executive Vice President

$363,253

 

 

 

 

 

 

 

EXHIBIT 10(d)18

 

BASE SALARIES OF NAMED EXECUTIVE OFFICERS

 

GULF POWER COMPANY

 

Effective as of March 1, 2008, the following are the annual base salaries of the Chief Executive Officer, Chief Financial Officer and certain other executive officers of Gulf Power Company.

 

Susan N. Story

President and Chief Executive Officer

$396,084

Ronnie R. Labrato

Vice President and Chief Financial Officer

$242,959

P. Bernard Jacob

Vice President

$223,637

Theodore J. McCullough

Vice President

$182,973

 

Bentina C. Terry

Vice President

$209,572

 

 

Penny Manuel, Vice President of Southern Company Services, Inc., served as Vice President of the Company until August 2007. Ms. Manuel’s annual base salary for the year ended December 31, 2007 was $208,141.

 

 

 

 

 

 

EXHIBIT 10(e)16

 

BASE SALARIES OF NAMED EXECUTIVE OFFICERS

 

MISSISSIPPI POWER COMPANY

 

Effective as of March 1, 2008, the following are the annual base salaries of the Chief Executive Officer, Chief Financial Officer and certain other executive officers of Mississippi Power Company (the “Company”).

 

Anthony J. Topazi

President and Chief Executive Officer

$392,343

Frances V. Turnage

Vice President, Treasurer and Chief Financial Officer

$227,640

Donald R. Horsley

Vice President

$254,818

Kimberly D. Flowers

Vice President

$216,775

John W. Atherton

Vice President

$190,021

 

 

 

 

 

 

 

 

Exhibit 21(a)

 

Subsidiaries of the Registrant*

 

 

Name of Company

 

 

Jurisdiction of Organization

 

 

 

The Southern Company

 

Delaware

Southern Company Capital Trust I

 

Delaware

Southern Company Capital Trust II

 

Delaware

Southern Company Capital Trust VI

 

Delaware

Southern Company Capital Trust VII

 

Delaware

Southern Company Capital Trust VIII

 

Delaware

Southern Company Capital Trust IX

 

Delaware

Southern Company Holdings, Inc.

 

Delaware

Alabama Power Company

 

Alabama

Alabama Power Capital Trust IV

 

Delaware

Alabama Power Capital Trust V

 

Delaware

Alabama Power Capital Trust VI

 

Delaware

Alabama Power Capital Trust VII

 

Delaware

Alabama Power Capital Trust VIII

 

Delaware

Alabama Property Company

 

Alabama

Southern Electric Generating Company

 

Alabama

Georgia Power Company

 

Georgia

Georgia Power Capital Trust V

 

Delaware

Georgia Power Capital Trust VI

 

Delaware

Georgia Power Capital Trust VII

 

Delaware

Georgia Power Capital Trust VIII

 

Delaware

Georgia Power Capital Trust IX

 

Delaware

Georgia Power Capital Trust X

 

Delaware

Georgia Power Capital Trust XI

 

Delaware

Piedmont-Forrest Corporation

 

Georgia

Southern Electric Generating Company

 

Alabama

Gulf Power Company

 

Florida

Gulf Power Capital Trust III

 

Delaware

Gulf Power Capital Trust IV

 

Delaware

Gulf Power Capital Trust V

 

Delaware

Gulf Power Capital Trust VI

 

Delaware

Mississippi Power Company

 

Mississippi

Mississippi Power Capital Trust II

 

Delaware

Mississippi Power Capital Trust III

 

Delaware

Mississippi Power Capital Trust IV

 

Delaware

Southern Power Company**

 

Delaware

 

*This information is as of December 31, 2007. In addition, this list omits certain subsidiaries pursuant to paragraph (b)(21)(ii) of Regulation S-K, Item 601.

 

**Southern Power Company has omitted its list of subsidiaries in accordance with General Instruction I(2)(b) of Form 10-K.

 

 

 

 

Exhibit 23(a)1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Registration Statement Nos. 2-78617, 33-54415, 33-58371, 33-60427, 333-44127, 333-110557, 333-118061, 333-124780, 333-127187, and 333-134434 on Form S-8 and Registration Statement Nos. 33-3546, 333-09077, 333-64871 (as amended), 333-65178, 333-138503 (as amended), and 333-138504 on Form S-3 of our reports dated February 25, 2008 (which report on the consolidated financial statements expresses an unqualified opinion and includes an explanatory paragraph concerning a change in method of accounting for uncertainty in income taxes and a change in method of accounting for the impact of changes in the timing of income tax cash flows generated by leveraged leases in 2007 and a change in method of accounting for the funded status of defined benefit and other postretirement plans in 2006), relating to the consolidated financial statements and financial statement schedule of Southern Company, and the effectiveness of Southern Company's internal control over financial reporting, appearing in this Annual Report on Form 10-K of Southern Company for the year ended December 31, 2007.

 

/s/Deloitte & Touche LLP

 

Atlanta, Georgia

February 25, 2008

 

 

 

 

 

Exhibit 23(b)1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Registration Statement No. 333-148513 on Form S-3 of our reports dated February 25, 2008 (which report on the financial statements expresses an unqualified opinion and includes an explanatory paragraph concerning a change in method of accounting for the funded status of defined benefit and other postretirement plans in 2006), relating to the financial statements and financial statement schedule of Alabama Power Company, appearing in this Annual Report on Form 10-K of Alabama Power Company for the year ended December 31, 2007.

/s/Deloitte & Touche LLP

Birmingham, Alabama

February 25, 2008

 

 

 

 

 

Exhibit 23(c)1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Registration Statement No. 333-140954 on Form S-3 of our reports dated February 25, 2008 (which report on the financial statements expresses an unqualified opinion and includes an explanatory paragraph concerning a change in the method of accounting for uncertainty in income taxes in 2007 and a change in method of accounting for the funded status of defined benefit and other postretirement plans in 2006), relating to the financial statements and financial statement schedule of Georgia Power Company, appearing in this Annual Report on Form 10-K of Georgia Power Company for the year ended December 31, 2007.

/s/Deloitte & Touche LLP

Atlanta, Georgia

February 25, 2008

 

 

 

 

 

Exhibit 23(d)1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Registration Statement No. 333-138480 on Form S-3 of our reports dated February 25, 2008 (which report on the financial statements expresses an unqualified opinion and includes an explanatory paragraph concerning a change in method of accounting for the funded status of defined benefit and other postretirement plans in 2006), relating to the financial statements and financial statement schedule of Gulf Power Company, appearing in this Annual Report on Form 10-K of Gulf Power Company for the year ended December 31, 2007.

/s/Deloitte & Touche LLP

Atlanta, Georgia

February 25, 2008

 

 

 

 

 

Exhibit 23(e)1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Registration Statement No. 333-108156 on Form S-3 of our reports dated February 25, 2008 (which report on the financial statements expresses an unqualified opinion and includes an explanatory paragraph concerning a change in method of accounting for the funded status of defined benefit and other postretirement plans in 2006), relating to the financial statements and financial statement schedule of Mississippi Power Company, appearing in this Annual Report on Form 10-K of Mississippi Power Company for the year ended December 31, 2007.

/s/Deloitte & Touche LLP

Atlanta, Georgia

February 25, 2008

 

 

 

 

 

Exhibit 23(f)1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Registration Statement No. 333-134219 on Form S-3 of our reports dated February 25, 2008, relating to the consolidated financial statements and financial statement schedule of Southern Power Company, appearing in this Annual Report on Form 10-K of Southern Power Company for the year ended December 31, 2007.

/s/Deloitte & Touche LLP

Atlanta, Georgia

February 25, 2008

 

 

 

 

 

Exhibit 24(a)

February 19, 2008

 

Patricia L. Roberts and Wayne Boston

 

Ms. Roberts and Mr. Boston:

 

The Southern Company proposes to file or join in the filing of reports under the Securities Exchange Act of 1934, as amended, with the Securities and Exchange Commission with respect to the following: (1) the filing of this Company's Annual Report on Form 10-K for the year ended December 31, 2007 and (2) the filing of Quarterly Reports on Form 10-Q during 2008 and any Current Reports on Form 8-K.

The Southern Company and the undersigned directors and officers of said Company, individually as a director and/or as an officer of the Company, hereby make, constitute and appoint each of you our true and lawful Attorney for each of us and in each of our names, places and steads to sign and cause to be filed with the Securities and Exchange Commission in connection with the foregoing said Annual Report on Form 10-K, said Quarterly Reports on Form 10-Q, any Current Reports on Form 8-K and any necessary or appropriate amendment or amendments to any such reports, to be accompanied in each case by any necessary or appropriate exhibits or schedules thereto.

 

Yours very truly,

 

THE SOUTHERN COMPANY

 

 

 

 

 

By                 /s/David M. Ratcliffe

David M. Ratcliffe

Chairman of the Board, President

and Chief Executive Officer

 

 


 

 

 

- 2 -

 

 

/s/Juanita P. Baranco

Juanita P. Baranco

 

/s/J. Neal Purcell

J. Neal Purcell

 

 

 

/s/Dorrit J. Bern

Dorrit J. Bern

 

 

 

/s/David M. Ratcliffe

David M. Ratcliffe

 

 

 

/s/Francis S. Blake

Francis S. Blake

 

 

 

/s/William G. Smith, Jr.

William G. Smith, Jr.

 

 

 

/s/Jon A. Boscia

Jon A. Boscia

 

 

 

/s/Gerald J. St. Pe'

Gerald J. St. Pe'

 

 

 

/s/Thomas F. Chapman

Thomas F. Chapman

 

 

 

/s/G. Edison Holland, Jr.

G. Edison Holland, Jr.

 

 

 

/s/H. William Habermeyer, Jr.

H. William Habermeyer, Jr.

 

 

 

/s/William Paul Bowers

William Paul Bowers

 

 

 

/s/Warren A. Hood, Jr.

Warren A. Hood, Jr.

 

 

/s/W. Ron Hinson

W. Ron Hinson

 

 

________________________________

Donald M. James

 

 

 


 

 

 

Extract from minutes of meeting of the board of directors of The Southern Company.

 

- - - - - - - - - -

 

RESOLVED: That for the purpose of signing the Company’s Annual Report on Form 10-K for the year ended December 31, 2007 and Form 10-Q’s and Form 8-K’s during 2008 and of remedying any deficiencies with respect thereto by appropriate amendment or amendments, this Company, the members of its Board of Directors, and its officers, are authorized to give their several powers of attorney to Patricia L. Roberts and Wayne Boston.

 

- - - - - - - - - -

 

The undersigned officer of The Southern Company does hereby certify that the foregoing is a true and correct copy of a resolution duly and regularly adopted at a meeting of the board of directors of The Southern Company, duly held on February 19, 2008, at which a quorum was in attendance and voting throughout, and that said resolution has not since been rescinded but is still in full force and effect.

 

 

Dated: February 25, 2008

THE SOUTHERN COMPANY

 

 

 

 

By             /s/Patricia L. Roberts

Patricia L. Roberts

Assistant Secretary

 

 

 

 

 

 

Exhibit 24(b)

Charles D. McCrary

President and

Chief Executive Officer

 

600 North 18 th Street

Post Office Box 2641

Birmingham, Alabama 35291-0001

 

 

Tel 205.257.1000

Fax 205.257.5100

 

 

ALABAMA POWER

A SOUTHERN COMPANY

 

 

 

 

January 25, 2008

 

 

Thomas A. Fanning

30 Ivan Allen Jr. Blvd, N.W.

Atlanta, Georgia 30308

Wayne Boston

241 Ralph McGill Blvd. NE

Atlanta, Georgia 30308-3374

 

Dear Sirs:

 

Alabama Power Company proposes to file with the Securities and Exchange Commission, under the Securities Exchange Act of 1934, (1) its Annual Report on Form 10-K for the year ended December 31, 2007, and (2) its quarterly reports on Form 10-Q during 2008.

 

Alabama Power Company and the undersigned directors and officers of said Company, individually as a director and/or as an officer of the Company, hereby make, constitute and appoint Thomas A. Fanning and Wayne Boston our true and lawful Attorneys for each of us and in each of our names, places and steads to sign and cause to be filed with the Securities and Exchange Commission in connection with the foregoing said Annual Report on Form 10-K, quarterly reports on Form 10-Q, and any appropriate amendment or amendments thereto and any necessary exhibits.

 

 

 

Yours very truly,

 

 

ALABAMA POWER COMPANY

 

 

 

 

 

By                 /s/Charles D. McCrary

Charles D. McCrary

President and Chief Executive

Officer

 

 

 

 


 

 

 

- 2 -

 

 

/s/Whit Armstrong

Whit Armstrong

 

 

 

______________________________

David M. Ratcliffe

 

 

 

/s/David J. Cooper, Sr.

David J. Cooper, Sr.

 

 

 

/s/C. Dowd Ritter

C. Dowd Ritter

 

 

 

/s/John D. Johns

John D. Johns

 

 

 

/s/James H. Sanford

James H. Sanford

 

 

 

/s/Patricia M. King

Patricia M. King

 

 

 

/s/John Cox Webb, IV

John Cox Webb, IV

 

 

 

/s/James K. Lowder

James K. Lowder

 

 

 

/s/James W. Wright

James W. Wright

 

 

 

/s/Charles D. McCrary

Charles D. McCrary

 

 

 

/s/Art P. Beattie

Art P. Beattie

 

 

 

/s/Malcolm Portera

Malcolm Portera

 

 

 

/s/Philip C. Raymond

Philip C. Raymond

 

 

 

/s/Robert D. Powers

Robert D. Powers

 

 

 


 

 

 

Extract from minutes of meeting of the board of directors of Alabama Power Company.

 

- - - - - - - - - -

 

RESOLVED: That for the purpose of signing and filing with the Securities and Exchange Commission under the Securities Exchange Act of 1934, Alabama Power Company's annual report on Form 10-K for the year ended December 31, 2007, and its 2008 quarterly reports on Form 10-Q, and of remedying any deficiencies with respect thereto by appropriate amendment or amendments, Alabama Power Company, the members of its Board of Directors, and its officers are authorized to give their several powers of attorney to Thomas A. Fanning and Wayne Boston, in substantially the form of power of attorney presented to this meeting.

 

- - - - - - - - - -

 

The undersigned officer of Alabama Power Company does hereby certify that the foregoing is a true and correct copy of resolution duly and regularly adopted at a meeting of the board of directors of Alabama Power Company, duly held on January 25, 2008, at which a quorum was in attendance and voting throughout, and that said resolution has not since been rescinded but is still in full force and effect.

 

 

Dated: February 25, 2008

ALABAMA POWER COMPANY

 

 

By                 /s/Wayne Boston

Wayne Boston

Assistant Secretary

 

 

 

 

 

 

Exhibit 24(c)

 

 

 

February 20, 2008

 

Cliff S. Thrasher, W. Paul Bowers and Wayne Boston

 

Dear Sirs:

 

Georgia Power Company proposes to file or join in the filing of reports under the Securities Exchange Act of 1934 with the Securities and Exchange Commission with respect to the following: (1) the filing of its Annual Report on Form 10-K for the year ended December 31, 2007, and (2) the filing of its quarterly reports on Form 10-Q during 2008; and (3) the filing of appropriate amendment or amendments in order to remedy any deficiencies with respect thereto.

Georgia Power Company and the undersigned directors and officers of said Company, individually as a director and/or as an officer of the Company, hereby make, constitute and appoint each of you our true and lawful Attorney for each of us and in each of our names, places and steads to sign and cause to be filed with the Securities and Exchange Commission in connection with the foregoing said Annual Report on Form 10-K, quarterly reports on Form 10-Q, appropriate amendment or amendments thereto in order to remedy any deficiencies with respect thereto and any necessary exhibits.

 

 

Yours very truly,

GEORGIA POWER COMPANY

 

 

 

By /s/Michael D. Garrett

     Michael D. Garrett

     President and Chief Executive Officer

 

 

 


 

 

 

- 2 -

 

 

 

/s/Robert L. Brown, Jr.

Robert L. Brown, Jr.

 

 

 

/s/Richard W. Ussery

Richard W. Ussery

 

 

 

/s/Ronald D. Brown

Ronald D. Brown

 

 

 

/s/William Jerry Vereen

William Jerry Vereen

 

 

 

/s/Anna R. Cablik

Anna R. Cablik

 

 

 

/s/E. Jenner Wood III

E. Jenner Wood III

 

 

 

/s/Michael D. Garrett

Michael D. Garrett

 

 

 

/s/Cliff S. Thrasher

Cliff S. Thrasher

 

 

 

/s/David M. Ratcliffe

David M. Ratcliffe

 

 

 

/s/Ann P. Daiss

Ann P. Daiss

 

 

 

/s/Jimmy C. Tallent

Jimmy C. Tallent

 

 

 

/s/Daniel Lowery

Daniel Lowery

 

 

 

/s/D. Gary Thompson

D. Gary Thompson

 

 

 


 

 

 

Extract from minutes of meeting of the board of directors of Georgia Power Company.

 

- - - - - - - - -

 

RESOLVED: That for the purpose of signing reports under the Securities Exchange Act of 1934 to be filed with the Securities and Exchange Commission with respect to (a) the filing of the Company's Annual Report on Form 10-K for the year ended December 31, 2007; (b) quarterly filings on Form 10-Q during 2008; and (c) the filing of appropriate amendment or amendments in order to remedy any deficiencies with respect thereto, this Company, certain of its officers and the members of its Board of Directors authorize their several powers of attorney to Cliff S. Thrasher, W. Paul Bowers and Wayne Boston.

 

- - - - - - - - -

 

The undersigned officer of Georgia Power Company does hereby certify that the foregoing is a true and correct copy of resolution duly and regularly adopted at a meeting of the board of directors of Georgia Power Company, duly held on February 20, 2008, at which a quorum was in attendance and voting throughout, and that said resolution has not since been rescinded but is still in full force and effect.

 

Dated: February 25, 2008

GEORGIA POWER COMPANY

 

 

By  /s/Wayne Boston

Wayne Boston

Assistant Secretary

 

 

 

 

 

 

Exhibit 24(d)

 

Gulf Power Company

One Energy Place

Pensacola, Florida 32520

950 444 6111

 

 

 

February 1, 2008

 

 

Mr. Thomas A. Fanning

The Southern Company

30 Ivan Allen, Jr. Blvd, NW

Atlanta GA 30308

Mr. Wayne Boston

Southern Company Services, Inc.

241 Ralph McGill Blvd. NE

Atlanta GA 30308-3374

 

 

Dear Sirs:

 

Re: Forms 10-K and 10-Q

 

Gulf Power Company proposes to file or join in the filing of reports under the Securities Exchange Act of 1934 with the Securities and Exchange Commission with respect to the following: (1) its Annual Report on Form 10-K for the year ended December 31, 2007, and (2) its 2008 quarterly reports on Form 10-Q.

 

Gulf Power Company and the undersigned Directors and Officers of said Company, individually as a Director and/or as an Officer of the Company, hereby make, constitute and appoint each of you our true and lawful Attorney for each of us and in each of our names, places and steads to sign and cause to be filed with the Securities and Exchange Commission in connection with the foregoing said Annual Report on Form 10-K, quarterly reports on Form 10-Q and any appropriate amendment or amendments thereto and any necessary exhibits.

 

Sincerely,

 

 

 

By

/s/Susan N. Story

 

 

Susan N. Story

 

 

        President and Chief Executive Officer

 

 


 

 

 

- 2 -

 

 

 

/s/C. LeDon Anchors

C. LeDon Anchors

 

 

 

/s/Susan N. Story

Susan N. Story

 

 

 

/s/William C. Cramer, Jr.

William C. Cramer, Jr.

 

 

 

/s/Ronnie R. Labrato

Ronnie R. Labrato

 

 

 

/s/Fred C. Donovan, Sr.

Fred C. Donovan, Sr.

 

 

 

/s/Constance J. Erickson
Constance J. Erickson

 

 

/s/William A. Pullum

William A. Pullum

 

 

 

/s/Susan D. Ritenour

Susan D. Ritenour

 

 

 

/s/Winston E. Scott

Winston E. Scott

 

 

 

 


 

 

 

Extract from unanimous written consent of the board of directors of Gulf Power Company.

 

- - - - - - - - - -

 

RESOLVED, That for the purpose of signing the reports under the Securities Exchange Act of 1934 to be filed with the Securities and Exchange Commission with respect to the filing of this Company's Annual Report on Form 10-K for the year ended December 31, 2007, and its 2008 quarterly reports on Form 10-Q, and of remedying any deficiencies with respect thereto by appropriate amendment or amendments, this Company, the members of its Board of Directors, and its Officers, are authorized to give their several powers of attorney to Thomas A. Fanning and Wayne Boston.

 

- - - - - - - - - -

 

The undersigned officer of Gulf Power Company does hereby certify that the foregoing is a true and correct copy of resolution duly and regularly adopted by unanimous written consent of the board of directors of Gulf Power Company, effective February 1, 2008, and that said resolution has not since been rescinded but is still in full force and effect.

 

 

Dated: February 25, 2008

GULF POWER COMPANY

 

 

 

By                   /s/Wayne Boston

Wayne Boston

Assistant Secretary

 

 

 

 

 

 

Exhibit 24(e)

 

 

 

February 1, 2008

 

Thomas A. Fanning and Wayne Boston

 

Dear Sirs:

 

Mississippi Power Company proposes to file or join in the filing of reports under the Securities Exchange Act of 1934 with the Securities and Exchange Commission with respect to the following: (1) the filing of its Annual Report on Form 10-K for the year ended December 31, 2007, and (2) the filing of its quarterly reports on Form 10-Q during 2008.

Mississippi Power Company and the undersigned directors and officers of said Company, individually as a director and/or as an officer of the Company, hereby make, constitute and appoint each of you our true and lawful Attorney for each of us and in each of our names, places and steads to sign and cause to be filed with the Securities and Exchange Commission in connection with the foregoing said Annual Report on Form 10-K, quarterly reports on Form 10-Q and any appropriate amendment or amendments thereto and any necessary exhibits.

 

 

Yours very truly,

 

MISSISSIPPI POWER COMPANY

 

 

 

By                   /s/Anthony J. Topazi

Anthony J. Topazi

     President and Chief Executive Officer

 

 

 


 

 

 

- 2 -

 

 

 

/s/Roy Anderson, III

Roy Anderson, III

 

 

 

 

/s/Philip J. Terrell

Philip J. Terrell

 

 

 

 

/s/Tommy E. Dulaney

Tommy E. Dulaney

 

 

 

 

/s/Anthony J. Topazi

Anthony J. Topazi

 

 

 

 

/s/Robert C. Khayat

Robert C. Khayat

 

 

 

 

/s/Frances V. Turnage

Frances V. Turnage

 

 

 

 

/s/Aubrey B. Patterson, Jr.

Aubrey B. Patterson, Jr.

 

 

 

 

/s/Moses H. Feagin

Moses H. Feagin

 

 

 

 

/s/Christine L. Pickering

Christine L. Pickering

 

 

 

 

/s/Vicki L. Pierce

Vicki L. Pierce

 

 

 

 

/s/George A. Schloegel

George A. Schloegel

 

 

 


 

 

 

Extract from unanimous written consent of the board of directors of Mississippi Power Company.

 

- - - - - - - - - -

 

RESOLVED, That for the purpose of signing the reports under the Securities Exchange Act of 1934 to be filed with the Securities and Exchange Commission with respect to the filing of this Company's Annual Report on Form 10-K for the year ended December 31, 2007, and its 2008 quarterly reports on Form 10-Q, and of remedying any deficiencies with respect thereto by appropriate amendment or amendments, this Company, the members of its Board of Directors, and its Officers, are authorized to give their several powers of attorney to Thomas A. Fanning and Wayne Boston.

 

- - - - - - - - - -

 

The undersigned officer of Mississippi Power Company does hereby certify that the foregoing is a true and correct copy of resolution duly and regularly adopted by unanimous written consent of the board of directors of Mississippi Power Company, effective February 1, 2008, and that said resolution has not since been rescinded but is still in full force and effect.

 

 

Dated: February 25, 2008

MISSISSIPPI POWER COMPANY

 

 

 

 

 

By                     /s/Wayne Boston

Wayne Boston

Assistant Secretary

 

 

 

 

 

 

Exhibit 24(f)

 

 

February 1, 2008

 

Laura I. Patterson and Wayne Boston

 

Ms. Patterson and Mr. Boston:

 

Southern Power Company proposes to file or join in the filing of reports under the Securities Exchange Act of 1934, as amended, with the Securities and Exchange Commission with respect to the following: (1) the filing of this Company's Annual Report on Form 10-K for the year ended December 31, 2007 and (2) the filing of Quarterly Reports on Form 10-Q during 2008.

Southern Power Company and the undersigned directors and officers of said Company, individually as a director and/or as an officer of the Company, hereby make, constitute and appoint each of you our true and lawful Attorney for each of us and in each of our names, places and steads to sign and cause to be filed with the Securities and Exchange Commission in connection with the foregoing said Annual Report on Form 10-K and said Quarterly Reports on Form 10-Q and any necessary or appropriate amendment or amendments to any such reports, to be accompanied in each case by any necessary or appropriate exhibits or schedules thereto.

 

 

Yours very truly,

 

SOUTHERN POWER COMPANY

 

 

 

 

By              /s/Ronnie L. Bates

Ronnie L. Bates

President and

   Chief Executive Officer

 

 

 

 


 

 

 

- 2 -

 

 

 

 

/s/William Paul Bowers

William Paul Bowers

 

    /s/Ronnie L. Bates

    Ronnie L. Bates

 

 

 

 

/s/Thomas A. Fanning

Thomas A. Fanning

 

 

 

 

/s/Michael W. Southern

Michael W. Southern

 

 

 

 

/s/G. Edison Holland, Jr.

G. Edison Holland, Jr.

 

 

 

 

/s/Laura I. Patterson

Laura I. Patterson

 

 

 

 

/s/David M. Ratcliffe

David M. Ratcliffe

 

 

 


 

 

 

Extract from unanimous written consent of the board of directors of Southern Power Company.

 

- - - - - - - - - -

 

RESOLVED: That for the purpose of signing the Company’s Annual Report on Form 10-K for the year ended December 31, 2007 and 2008 Form 10-Qs and any necessary or appropriate amendment or amendments to any such reports, this Company, the members of its board of directors, and its officers, are authorized to give their several powers of attorney to Laura I. Patterson and Wayne Boston.

 

- - - - - - - - - -

 

The undersigned officer of Southern Power Company does hereby certify that the foregoing is a true and correct copy of a resolution duly and regularly adopted by unanimous written consent of the board of directors of Southern Power Company, effective February 1, 2008, and that said resolution has not since been rescinded but is still in full force and effect.

 

 

Dated: February 25, 2008

SOUTHERN POWER COMPANY

 

 

 

 

 

By                   /s/Wayne Boston

Wayne Boston

Assistant Secretary

 

 

 

 

 

 

Exhibit 31(a)1

THE SOUTHERN COMPANY

 

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

 

I, David M. Ratcliffe, certify that:

1.

I have reviewed this annual report on Form 10-K of The Southern Company;

2.

Based on my knowledge, this 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 report;

3.

Based on my knowledge, the financial statements, and other financial information included in this 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 report;

4.

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 report is being prepared;

 

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 25, 2008

/s/David M. Ratcliffe

David M. Ratcliffe

Chairman, President and Chief Executive Officer

 

 

 

 

Exhibit 31(a)2

THE SOUTHERN COMPANY

 

CERTIFICATION OF CHIEF FINANCIAL OFFICER

 

I, W. Paul Bowers, certify that:

1.

I have reviewed this annual report on Form 10-K of The Southern Company;

2.

Based on my knowledge, this 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 report;

3.

Based on my knowledge, the financial statements, and other financial information included in this 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 report;

4.

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 report is being prepared;

 

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 25, 2008

/s/W. Paul Bowers

W. Paul Bowers

Executive Vice President and Chief Financial Officer

 

 

 

 

Exhibit 31(b)1

ALABAMA POWER COMPANY

 

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

 

I, Charles D. McCrary, certify that:

1.

I have reviewed this annual report on Form 10-K of Alabama Power Company;

2.

Based on my knowledge, this 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 report;

3.

Based on my knowledge, the financial statements, and other financial information included in this 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 report;

4.

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 report is being prepared;

 

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 25, 2008

/s/Charles D. McCrary

Charles D. McCrary

President and Chief Executive Officer

 

 

 

 

Exhibit 31(b)2

ALABAMA POWER COMPANY

 

CERTIFICATION OF CHIEF FINANCIAL OFFICER

 

I, Art P. Beattie, certify that:

1.

I have reviewed this annual report on Form 10-K of Alabama Power Company;

2.

Based on my knowledge, this 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 report;

3.

Based on my knowledge, the financial statements, and other financial information included in this 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 report;

4.

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 report is being prepared;

 

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 25, 2008

/s/Art P. Beattie

Art P. Beattie

Executive Vice President, Chief Financial Officer and Treasurer

 

 

 

 

Exhibit 31(c)1

GEORGIA POWER COMPANY

 

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

 

I, Michael D. Garrett, certify that:

1.

I have reviewed this annual report on Form 10-K of Georgia Power Company;

2.

Based on my knowledge, this 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 report;

3.

Based on my knowledge, the financial statements, and other financial information included in this 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 report;

4.

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 report is being prepared;

 

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 25, 2008

/s/Michael D. Garrett

Michael D. Garrett

President and Chief Executive Officer

 

 

 

 

Exhibit 31(c)2

GEORGIA POWER COMPANY

 

CERTIFICATION OF CHIEF FINANCIAL OFFICER

 

I, Cliff S. Thrasher, certify that:

1.

I have reviewed this annual report on Form 10-K of Georgia Power Company;

2.

Based on my knowledge, this 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 report;

3.

Based on my knowledge, the financial statements, and other financial information included in this 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 report;

4.

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 report is being prepared;

 

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 25, 2008

/s/Cliff S. Thrasher

Cliff S. Thrasher

Executive Vice President, Chief Financial Officer and Treasurer

 

 

 

 

Exhibit 31(d)1

GULF POWER COMPANY

 

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

 

I, Susan N. Story, certify that:

1.

I have reviewed this annual report on Form 10-K of Gulf Power Company;

2.

Based on my knowledge, this 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 report;

3.

Based on my knowledge, the financial statements, and other financial information included in this 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 report;

4.

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 report is being prepared;

 

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 25, 2008

/s/Susan N. Story

Susan N. Story

President and Chief Executive Officer

 

 

 

 

Exhibit 31(d)2

GULF POWER COMPANY

 

CERTIFICATION OF CHIEF FINANCIAL OFFICER

 

I, Ronnie R. Labrato, certify that:

1.

I have reviewed this annual report on Form 10-K of Gulf Power Company;

2.

Based on my knowledge, this 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 report;

3.

Based on my knowledge, the financial statements, and other financial information included in this 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 report;

4.

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 report is being prepared;

 

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 25, 2008

/s/Ronnie R. Labrato

Ronnie R. Labrato

Vice President and Chief Financial Officer

 

 

 

 

Exhibit 31(e)1

MISSISSIPPI POWER COMPANY

 

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

 

I, Anthony J. Topazi, certify that:

1.

I have reviewed this annual report on Form 10-K of Mississippi Power Company;

2.

Based on my knowledge, this 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 report;

3.

Based on my knowledge, the financial statements, and other financial information included in this 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 report;

4.

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 report is being prepared;

 

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 25, 2008

/s/Anthony J. Topazi

Anthony J. Topazi

President and Chief Executive Officer

 

 

 

 

Exhibit 31(e)2

MISSISSIPPI POWER COMPANY

 

CERTIFICATION OF CHIEF FINANCIAL OFFICER

 

I, Frances V. Turnage, certify that:

1.

I have reviewed this annual report on Form 10-K of Mississippi Power Company;

2.

Based on my knowledge, this 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 report;

3.

Based on my knowledge, the financial statements, and other financial information included in this 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 report;

4.

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 report is being prepared;

 

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 25, 2008

/s/Frances V. Turnage

Frances V. Turnage

Vice President, Treasurer and Chief Financial Officer

 

 

 

 

Exhibit 31(f)1

SOUTHERN POWER COMPANY

 

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

 

I, Ronnie L. Bates, certify that:

1.

I have reviewed this annual report on Form 10-K of Southern Power Company;

2.

Based on my knowledge, this 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 report;

3.

Based on my knowledge, the financial statements, and other financial information included in this 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 report;

4.

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 report is being prepared;

 

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 25, 2008

/s/Ronnie L. Bates

Ronnie L. Bates

President and Chief Executive Officer

 

 

 

 

Exhibit 31(f)2

SOUTHERN POWER COMPANY

 

CERTIFICATION OF CHIEF FINANCIAL OFFICER

 

I, Michael W. Southern, certify that:

1.

I have reviewed this annual report on Form 10-K of Southern Power Company;

2.

Based on my knowledge, this 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 report;

3.

Based on my knowledge, the financial statements, and other financial information included in this 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 report;

4.

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 report is being prepared;

 

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 25, 2008

/s/Michael W. Southern

Michael W. Southern

Senior Vice President and Chief Financial Officer

 

 

 

 

Exhibit 32(a)

 

 

 

CERTIFICATION

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO SECTION 906 OF THE

SARBANES-OXLEY ACT OF 2002

 

In connection with the accompanying Annual Report on Form 10-K of The Southern Company for the year ended December 31, 2007, we, the undersigned, hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of our individual knowledge and belief, that:

 

(1)

such Annual Report on Form 10-K of The Southern Company for the year ended December 31, 2007, which this statement accompanies, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

 

(2)

the information contained in such Annual Report on Form 10-K of The Southern Company for the year ended December 31, 2007, fairly presents, in all material respects, the financial condition and results of operations of The Southern Company.

 

 

 

 

/s/David M. Ratcliffe

David M. Ratcliffe

Chairman, President and

Chief Executive Officer

 

 

 

 

 

/s/W. Paul Bowers

W. Paul Bowers

Executive Vice President and

Chief Financial Officer

 

 

 

Date: February 25, 2008

 

 

 

 

Exhibit 32(b)

 

 

 

CERTIFICATION

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO SECTION 906 OF THE

SARBANES-OXLEY ACT OF 2002

 

In connection with the accompanying Annual Report on Form 10-K of Alabama Power Company for the year ended December 31, 2007, we, the undersigned, hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of our individual knowledge and belief, that:

 

(1)

such Annual Report on Form 10-K of Alabama Power Company for the year ended December 31, 2007, which this statement accompanies, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

 

(2)

the information contained in such Annual Report on Form 10-K of Alabama Power Company for the year ended December 31, 2007, fairly presents, in all material respects, the financial condition and results of operations of Alabama Power Company.

 

 

 

/s/Charles D. McCrary

Charles D. McCrary

President and Chief Executive Officer

 

 

 

 

/s/Art P. Beattie

Art P. Beattie

Executive Vice President,

Chief Financial Officer and Treasurer

 

 

Date: February 25, 2008

 

 

 

 

 

Exhibit 32(c)

 

 

 

CERTIFICATION

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO SECTION 906 OF THE

SARBANES-OXLEY ACT OF 2002

 

In connection with the accompanying Annual Report on Form 10-K of Georgia Power Company for the year ended December 31, 2007, we, the undersigned, hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of our individual knowledge and belief, that:

 

(1)

such Annual Report on Form 10-K of Georgia Power Company for the year ended December 31, 2007, which this statement accompanies, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

 

(2)

the information contained in such Annual Report on Form 10-K of Georgia Power Company for the year ended December 31, 2007, fairly presents, in all material respects, the financial condition and results of operations of Georgia Power Company.

 

 

 

 

/s/Michael D. Garrett

Michael D. Garrett

President and Chief Executive Officer

 

 

 

 

 

/s/Cliff S. Thrasher

Cliff S. Thrasher

Executive Vice President,

Chief Financial Officer and Treasurer

 

 

Date: February 25, 2008

 

 

 

 

 

Exhibit 32(d)

 

CERTIFICATION

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO SECTION 906 OF THE

SARBANES-OXLEY ACT OF 2002

 

In connection with the accompanying Annual Report on Form 10-K of Gulf Power Company for the year ended December 31, 2007, we, the undersigned, hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of our individual knowledge and belief, that:

 

(1)

such Annual Report on Form 10-K of Gulf Power Company for the year ended December 31, 2007, which this statement accompanies, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

 

(2)

the information contained in such Annual Report on Form 10-K of Gulf Power Company for the year ended December 31, 2007, fairly presents, in all material respects, the financial condition and results of operations of Gulf Power Company.

 

 

 

 

/s/Susan N. Story

Susan N. Story

President and Chief Executive Officer

 

 

 

 

 

 

/s/Ronnie R. Labrato

Ronnie R. Labrato

Vice President and Chief Financial Officer

 

 

 

Date: February 25, 2008

 

 

 

 

 

Exhibit 32(e)

 

 

 

CERTIFICATION

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO SECTION 906 OF THE

SARBANES-OXLEY ACT OF 2002

 

In connection with the accompanying Annual Report on Form 10-K of Mississippi Power Company for the year ended December 31, 2007, we, the undersigned, hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of our individual knowledge and belief, that:

 

(1)

such Annual Report on Form 10-K of Mississippi Power Company for the year ended December 31, 2007, which this statement accompanies, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

 

(2)

the information contained in such Annual Report on Form 10-K of Mississippi Power Company for the year ended December 31, 2007, fairly presents, in all material respects, the financial condition and results of operations of Mississippi Power Company.

 

 

 

 

/s/Anthony J. Topazi

Anthony J. Topazi

President and Chief Executive Officer

 

 

 

 

 

/s/Frances V. Turnage

Frances V. Turnage

Vice President, Treasurer and

Chief Financial Officer

 

 

 

Date: February 25, 2008

 

 

 

 

Exhibit 32(f)

 

 

 

CERTIFICATION

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO SECTION 906 OF THE

SARBANES-OXLEY ACT OF 2002

 

In connection with the accompanying Annual Report on Form 10-K of Southern Power Company for the year ended December 31, 2007, we, the undersigned, hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of our individual knowledge and belief, that:

 

(1)

such Annual Report on Form 10-K of Southern Power Company for the year ended December 31, 2007, which this statement accompanies, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

 

(2)

the information contained in such Annual Report on Form 10-K of Southern Power Company for the year ended December 31, 2007, fairly presents, in all material respects, the financial condition and results of operations of Southern Power Company.

 

 

 

 

/s/Ronnie L. Bates

Ronnie L. Bates

President and Chief Executive Officer

 

 

 

 

 

/s/Michael W. Southern

Michael W. Southern

Senior Vice President and

Chief Financial Officer

 

 

 

Date: February 25, 2008